Spider-Man: Year One
by Cking91
Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.
1. Chapter 1

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man

Chapter One

The insistent ringing of the security alarm alerted Franky North that maybe they should move a bit faster. Normally a job like this, a simple midnight smash and grab at a smaller jewelry store in Forest Hills, would not draw much ire from the cops who tended to patrol the larger establishments in Manhattan. And, to the best of anyone's knowledge, it wasn't like Captain America or Iron Man came down from their ivory towers to fight street crime. The pickings were ample in this area, unlike his previous stomping grounds. He didn't need a few more days in traction after running into the Devil of Hell's Kitchen.

Franky was a big guy, standing well over six feet and weighing in solidly two fifty, though most of that had turned to fat in the years since was a lineman for Midtown. The hair he had left was greying and concealed, along with his face, under a black ski mask. While not stupid, he never paid much attention in class and was able to coast by on his ability to protect his QB from harm on the field. Most teachers were hesitant to fail the kid who kept the quarterback safe and the team winning. Since then, he had made a nice living for himself as a thief and occasional stick-up artist. His size was an advantage in being able to muscle his way through any crew he was a member. And since he wasn't stupid, unlike a majority of the criminal element, he always ended up in positions of respect or authority. Usually the number two guy or a smaller crew leader in a bigger gang. He did have a rule though. He never took any serious, high profile jobs and stayed just under the radar. He didn't want the heat.

His partner, Reggie Smalls, was quiet and contemplative. Not the brightest light in the alley, but a solid and loyal guy. It was the reason Franky liked working with him. What Reggie lacked in raw knowledge, he made up for in his ability to gather information. He was the kind of guy with his ear permanently attached to the ground.

And it was this fact about Reggie that had Franky so worried as they gathered up their loot and made for the door. For the last month or so, Reggie had been hearing rumors of a costumed do-gooder who literally swung into ongoing crime. Franky wasn't sure if it was just an urban legend, but he really didn't want to find out. Call him cautious.

Franky pulled a pistol from his pocket and motioned for Reggie to follow him out the door. They had ransacked the place good and it was time to make their exit, loot well in hand.

Outside the door, Franky figured it would only be a few minutes until the cops arrived to check out the alarm and they needed an escape route. There were two side streets leading away from the store and if they spilt up, they could lose the cops much easier. Afterward, they would meet at their designated safe house and split the merchandise. Reggie was too cowardly to take it all for himself.

Plan developed, Franky tossed the bag of jewels to his surprised partner. "You go left down that ally, I'm gonna head right. The cops won't be able to follow both of us down those narrow streets. Meet back at the hideout in an hour."

"I don't know guys, that seems like a bad idea," a laughing, clear tenor rang out from above them.

Franky rubbed his eyes underneath his ski mask and looked up at the figure. For starters, it was hanging upside down from a rope or something, covered from head to toe in a red and blue costume. Underneath its arms was a sort of webbing and on its front was a large, back spider. The covering over its head had no mouth hole, but the eyes were expressive enough and seemed to confirm its laughing through their black outlines.

"And just who the hell are you?" Franky asked. Vigilantes were not a new thing to Franky, but outside of the Daredevil he had never met one before. "I've met the Devil and you hardly look like that Punisher fella I've seen on the news."

"It's the freakin' Spider-Man," Reggie hissed.

"Freakin'," Spider-Man responded. "I prefer friendly, neighborhood if it's all the same to you."

"Whatever," Franky sneered. "it's time to squash this bug."

Franky cocked his gun and fired off a quick round at the superhero, who contorted his body to an absurd degree to dodge the shot.

"A bug squashing line? That's new," Spider-Man snarked, landing crouched in front of Franky. From his position, Franky could tell the hero was much smaller than he with a lithe frame. The kind of guy Franky used to push around in high school.

"A bit on the small side, huh? I bet you pack one hell of a punch," Franky joked. Behind him, Reggie chuckled.

Wow, sarcasm. That's original," Spider-Man returned. Even with the mask covering his face, Franky was sure the smaller hero was rolling his eyes.

"What did you just say to me?" Franky snarled. He was getting tired of the mouthy, little hero. He needed to end this quickly.

"I take it you're not a Dr. Horrible fan? It's actually really good. Like one of the best things Joss Whedon ever... you know what? Forget it. Not the point. Listen, I'm gonna need you to give up the jewels and surrender."

"Yeah, that's really not gonna happen. I'd suggest you run along before you get shot," Franky responded, cocking the pistol he held in his hand again for good measure. "I'm gonna give ya to the count of..."

Before Franky could finish, Spider-Man reached out and grabbed the gun away from him. Crushing the weapon in his fist, the hero turned to Franky. "Next threat please."

Franky balled his fist and threw a punch, something the hero easily dodged. Another punch, this time with his off hand, followed and Spider-Man grabbed him, pulling Franky off balance and sending him tumbling to the ground. A thick white substance flew from Spider-Man's wrists and Franky found himself stuck to the ground.

"Huh? Get this shit off me," Franky growled, rustling under the webs unsuccessfully.

"Not gonna happen friend," Spider-Man responded. He then turned to Reggie, who was still holding the bag of jewels and looking very much the dear caught in the headlights. "So, what's it going to be?'

Wisely, Reggie dropped the bag and ran, tripping over himself in the process.

Sighing, Spider-Man shot out a few more webs, crushing Reggie against the brick wall of one of the neighboring buildings. "Not much loyalty among thieves is there?"

…

On the colder nights of the year, Peter Parker often regretted forgetting he left his window open. But, recently, it was a boon in his job as Spider-Man. For the last month or so, ever since the incident at Oscorp, he had been taking to fighting crime at night to honor Uncle Ben and the window proved to be a valuable time saver when needing to sneak home and protect his identity. It wouldn't do for one of Aunt May's neighbors to see Spider-Man crawling in her nephew's window.

Nevertheless, he still shivered a bit as he pulled his costume off and changed into some casual clothes for bed. The clock on his cell phone told him it was about one in the morning and he had school the next day. Looking into the mirror, he sighed. Recently, bags had begun to form under his eyes from lack of sleep and it wasn't something he could ignore anymore. He wasn't sure how much it mattered though, as no girl was willing to look at him at school anyway. Maybe, at most, as a passing science grade, but never in the way he wanted them to at least. And especially not Liz Allan, not with guys like Flash Thompson around.

Meandering around his room for a few more moments, he flipped open his laptop and set to finishing the last bit of Honors Calc homework he had neglected to go patrolling. He'd be tired at school tomorrow, but at least his grades wouldn't slip tremendously. If he wanted to go to college, he would most likely need a scholarship. His own admittedly impressive I.Q. wouldn't cut it outside of SAT prep.

"Peter, are you up?" a tired voice called from down the hall.

"Yeah... Sorry Aunt May, totally spaced on some homework I had tonight. I'll be done in a few minutes," he replied.

"Okay, honey, just don't stay up too late. You have school in the morning."

"Got it Aunt May, I'll go to bed the moment I'm done."

"You're just like your uncle in that way. He was always forgetting something," she continued, a wistful sigh evident in her voice.

"So you keep saying. G'night Aunt May."

"Good night dear."

Peter turned back to his computer and let out a breath he didn't realize he'd been holding. Since the death of his uncle, Peter had been especially worried about his aunt. She was only in her forties, too young to be a widow. And though Uncle Ben's life insurance had been plentiful, she still had to return to work full time as a dental hygienist to keep up with the bills. It was the primary reason Peter was going to look for a job after school tomorrow. She didn't need to be covering his wants as well.

Peter chuckled to himself. Needing money for a social life was expected of a normal teen from Queens, he was far from normal.

…

Clutching a skateboard to his chest, his school tote swung across his body from his right shoulder, Peter pushed through the crowds of his high school and into the main lobby. Midtown High was a catch all for many of the students of New York, providing an interesting study into the styles and likes of the average New York teenager. The popular kids wore designer tees and jeans, sporting some sort of tan from spending much of their free time at the beach. The girls, if they cared, often wore skirts that would guarantee their classmates eyes' lingered as they passed, but probably fell short of the lax school dress code. Some of the nerdier kids wore shirts with their favorite sci-fi shows and movies emboldened across the front; Firefly and Star Wars were particular favorites among this sect.

Peter himself was pale, from spending the last month of his summer in costume or in front of his laptop, and wearing a weathered Henley, faded jeans, and worn Converse. His brown hair was shaggy and mopped falling in front of his glasses, the lenses of which he had replaced with fakes since he didn't need them anymore. In essence, Peter was like every other nondescript student in his school, if a bit shorter than average.

"Hey, Pete!"

Pushing his way through the throng as well was Peter's best friend Harry Osborn. Harry, unlike the unkempt Peter, was dressed fashionably. He wore his red hair swept to the left and shorter on the sides. He had decided to forgo glasses and contacts and opt for laser surgery to correct his eye problems. And his clothes were always straight out of a Paris magazine of some sort. The problem was in the way Harry carried himself. These clothes that were, in theory, supposed to boost his confidence, detracted from Harry and made him seem like a little brother trying to be his older brother. Not that Peter would ever mention it to his friend. With a father like Norman Osborn, it was no wonder Harry acted the way he did.

"Harry," Pete responded, forgoing his friend's attempt at some kind of complicated handshake and merely continuing to push through the crowd to get to his locker.

"Did ya see the classic Who marathon last night? I love the Third Doctor, much more action oriented than the rest of them," his friend continued, leaning against a neighboring locker as Peter dialed in his combination.

"Must have missed it. Besides, the Fourth Doctor is much cooler. Everyone knows that," Peter replied, shoving his tote in his locker and grabbing his books for his first period Honors English class.

"Come on man! The Third's episodes felt like an old marital arts movie. Nothing beats that."

"The Fourth's run was fun. More fun than even any of the new doctors. There's really not a comparison. You could tell Tom Baker was having the time of life during filming. Pertwee seemed so stiff and..." Peter trailed off.

"British?" Harry asked.

"Exactly."

"But that's what makes it great. He was like an alien James Bond."

"He wasn't alien enough. I could see him existing in something like Downton Abbey."

"Pssh... what do you know?"

"Judging by our relative grades, a lot more than you."

"Yes, Peter Parker the resident genius. We've all heard it befo... hey, crush alert at your three," Harry started, his head swiveling around to follow a group of students as they made their way down the hall.

In the center of the group of students was a strikingly beautiful Hispanic girl with wavy brown hair and deep chocolate eyes. She carried herself with an aura of invincibility befitting the only sophomore girl allowed to wear the varsity cheerleader uniform and clung to the arm of Sasquatch in human form, the ever vapid back-up quarterback Flash Thompson.

Liz Allan was walking perfection as she and her posse slinked past Peter and Harry as if they were invisible, all the while Sally Avril chirped away alongside her.

Peter frowned. "Gee, Harry, why don't you say that a little louder. I don't think they heard you."

"Pete, they'd have to know we exist for them to hear us."

"Good point. But I think I'll take anonymity as opposed to being Flash's punching bag."

"Nobody's gonna overtly bully you Pete. Not with Eddie's declaration last year," Harry reminded him. Senior, starting quarterback, Eddie Brock had grown up next to Peter and considered him something of a little brother. At the beginning of Peter's freshman year, Eddie had announced, more or less, that Peter was under his protection. It couldn't stop any snide comments or looks of derision, but Peter was sure it saved him an ass kicking or two during his time in high school.

"As true as that is, I'd rather not have to rely on Eddie's threats to keep the meatheads away," Peter began, well aware of how laughable it would be to even consider any of them a threat now. "Besides, Eddie's graduating this year. Our insurance is bound to run out when Flash realizes this."

"I think Flash assumes everyone is on the six year plan like he is," Harry laughed. "It'll be fine. Just take it easy and relax for once. You think too much, you know that?"

"Uncle Ben used to say to the same thing."

Harry shifted uncomfortably for a second and Peter immediately regretted the slip. Harry hadn't lost anyone in his life yet, he had no idea how to deal with losing a father figure. "About that Pete, are you and your aunt doing okay? I mean, we haven't really talked about it since it happened," he trailed of uncertainly.

Peter waved a dismissive hand, trying hard to wave off both his friend's concern and the dull ache in his chest. "Yeah. I'm sorry for bringing it up. Anyway, I gotta head to Honors English. I'll see you at lunch."

Harry nodded uncertainly. "Yeah, man, I'll see you at lunch."

The bell rang above them and Peter watched as Harry scurried down the hall toward his French class. Turning in the opposite direction, Peter did the same.

End of Chapter One

Author Note: Here is the first chapter of my story chronicling the career of Spider-Man from newcomer to one of the best heroes in the Marvel Universe. I have used many different sources for inspiration in character development, but if you have any questions on why I decided to go in some direction with a character, let me know. As always, reviews are appreciated.

Each chapter will feature a character profile at the end as well.

Peter Parker/ Spider-Man

Age: 15-16

Hair Color: Brown

Eye Color: Brown

I.Q.: 190

Peter was bit by a genetically engineered spider and given amazing powers, including the ability to scale walls, strength proportional to a spider, superior agility and reflexes, and a spider sense that allows him to sense danger around him and act accordingly. Peter's natural coping mechanism is sarcasm, which is seen much more in his Spider-Man persona, but does occasionally surface in his civilian persona as well. Peter fights mostly by instinct and prefers quick movements, flips, and kicks to the brawler styles he runs into when on patrol.

Peter is a typical nerd, having few friends outside of Harry Osborn and Eddie Brock. Most of the other students are put off by his intelligence and his willingness to answer questions in class. It also doesn't help that Peter has a bit of an ego when it comes to his grades and those he believes aren't close to his level. Peter also has a huge crush on Liz Allan and despises her boyfriend Flash Thompson.

Easily the most brilliant student at Midtown High. Peter is naturally talented in most academic fields, but excels in biology and engineering. He also has a strong interest in webs he uses were designed by himself and made from chemicals he had lying around his room. He was taught to sow by his aunt, though he would never admit it, and created his own costume from material he was able to duplicate after seeing some of Oscorp's designs for fire fighters.


	2. Chapter 2

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man

Chapter Two

Peter tapped his pencil against his desk in a rhythmic fashion, starting irritably at the clock on the wall as the last minutes of his study hall ticked away. He had already studied for his Chem test tomorrow and checked his favorite blogs repeatedly. Now, as was the usual, he was simply bored. He didn't understand why only the upperclassmen were allowed to leave if they had study hall last period while the sophomores and freshmen had to stick around. He could get more work done at home and on his personal laptop, or out on the streets as Spider-Man, than he could wasting time in the fluorescent classroom of Dr. Miles Warren. Dr. Warren had been fond of Peter since his work in Honors Bio last year, but even he wouldn't budge when it came to letting Peter skip out early. Not that Peter didn't put up a valiant effort.

So, here he sat, with the last five minutes of the school day stretching into what had to be their third hour already and only the sounds of Flash wooing at some Youtube video on his phone to pass the time.

"Did you see this yet? Man, he totally kicked the crap out of that guy!" Flash exclaimed, holding his phone between himself and Rand Robertson while his other hand gestured wildly at the action. The other boy, tall and composed as always, just nodded along in a disinterested fashion while periodically checking out the rapidly sent texts from his girlfriend.

"Mr. Thompson, language," Dr. Warren barked out from behind the newspaper he was reading.

"Sorry Doc!" Flash called back, before turning his full attention back to the video he was watching.

Harry leaned over and whispered to Peter. "Look at him waving his hands around like an idiot. What could he possibly be watching?"

"Probably training for his future career as a high school football announcer," Peter responded, causing the two boys to chuckle.

Flash looked up from his phone and scowled. "You say something Parker?"

"No Flash," Peter replied with a drawl. He really didn't need a verbal spat with the QB right before the day was over.

"Whatever. It isn't like you dorks would understand the awesome that is Spider-Man."

That piqued Peter's interest. "What are you talking about?"

"Spider-Man, the newest internet sensation. He's got like a ton of hits on Youtube already. The Daily Bugle's webpage is even willing to pay people for any photos they can get. Damn, Parker, you need to get your nose out of your science book once in a while."

"The Bugle's looking for pictures of Spider-Man? I might need to get in on that."

"I know you like photography Pete, but almost nobody's gotten a good look at him. I've seen some of the videos Flash is watching, they're blurry at best," Harry chimed in.

"Maybe you're right, but I should check it out anyway. I need the cash."

"For what Parker? It's not like you have a social life. Unless you count your school books as dates," sniped Flash.

"You're right Flash. Saving the class average from your grades does take up most of my time."

"What did you say to me Parker? You wanna take this outside?"

Rand put a restraining hand on his friend. "Just let it go QB. Good burn Parker."

The bell rang and Rand pulled Flash from his seat who shot Peter a scathing look as they passed. Peter collected his bag as well, deciding his first stop on the way home would be the Daily Bugle. He could find out how much they are offering for pictures of Spider-Man. At least it was job that wouldn't compete with his time as Spider-Man.

"Oh! Mr. Parker, could you stay behind a moment?" Dr. Warren asked as Peter passed by. Raising an eyebrow in confusion, Peter leaned against one of the nearby desks and motioned for Harry to go on with out him.

"You as well Ms. Allan," Dr. Warren said to a group of passing cheerleaders. Liz fell out of step with her friends, clutching her books to her chest, and shot Peter a quizzical glance who shrugged in return.

"I think I have come up with a solution to your problem Ms. Allan. Instead of just offering you make-up work, I think you would benefit from a tutor to get your grades up. Mr. Parker was the best biology student I had last year. He really knows his stuff."

"Tutored by Petey?" Liz huffed. "Couldn't Flash or Sally tutor me instead?"

"I thought you wanted your grade to go up," Dr. Warren responded, rolling his eyes. "I have no problem giving you make-up exams and extra credit, but you won't gain anything from them if you don't understand the material. Peter has a better mind for this subject than almost anyone I've ever met. He can help you."

Liz huffed again. "Fine, but this better not cut into cheerleading practice."

"That's up to you and Peter."

Liz huffed again and grabbed Peter by the arm, practically dragging him out of the room. "Listen Petey. My grade needs to rise, so I'll do this. But we aren't friends and we're not hanging out any longer than necessary."

"I haven't even..." Peter began, but Liz verbally steamrolled over him.

"I mean it Petey. We aren't friends and we won't be after this. I don't need you running up to say hi to me in the halls. Or expecting an invitation to my birthday party. Or calling me to hang out. And if you even think I'd agree to go out with you..."

"Enough!" Peter interrupted, surprising Liz into a stunned silence. "You know, I haven't even agreed to tutor you yet. Doc Warren thinks I can help you, but I can tell him I'm too busy and we can both go on with our lives."

A myriad of different emotions played out across Liz's face, but the most prominent one was fear.

"No!" Liz practically yelled. In that moment, she really looked desperate. "I mean, I need the help. I'm awful with all this science stuff. Please, Petey?"

Peter sighed. This was the girl that he and Harry had been obsessing over since the sixth grade? She seemed nothing like the, admittedly, far fetched ideal he had of her in his head. But, despite his shattered expectations, he felt he should help her chalking it up to his time as Spider-Man. "Fine," he sighed. "What times can you meet?"

"How about four tomorrow at the Coffee Pot?"

"Tomorrow at four it is then."

"Great," she responded. "Listen, I have practice. See ya tomorrow Petey."

Peter watched for a minute as she almost skipped down the hall and out of his line of sight. There was something more to this than her just wanting to raise her grade, but he'd figure that out later. To be honest, it wasn't really his concern anyway. He had bigger things on his mind than Liz Allan's mood swings.

Walking to his locker, he was hardly surprised to see Eddie Brock leaning casually against it, wearing his usual carefree grin and holding his lettermen jacket in his hands. He had a backwards cap perched haphazardly on his messy blonde hair and a pair of sunglasses covering his blue eyes. Peter figured that if he wasn't the star of the football team the school would have a much harder time letting go of this type of blatant dress code violation. The rest of his attire, white tee and jeans, was equally as messy. Often Peter wouldn't be able to tell the difference between Eddie and the rest of the brainless jocks in school if Peter wasn't already aware of Eddie's scientific aptitude and desire to study bioengineering when he went to college. Last time they spoke, a couple of days ago, Eddie mentioned that he had gotten a full academic ride to study under Dr. Curtis Connors at Empire State University next year. He had also received a full football ride as well, but was less excited about that prospect despite it being the greatest news Midtown had ever received if the constant morning announcements were any indication.

"Hey Pete," he called, waving a hand lazily in Peter's direction. He smiled brightly as Peter made his way over and opened his locker.

"Hey Eddie. No Felicia today?" smirked Peter, taking a small jab at Eddie's ever present girlfriend Felicia Hardy. Rich, gorgeous, and the most popular girl in the school, it was hardly surprising when she decided to get with the star quarterback. What was surprising, however, was that she tolerated Peter's presence to the point of rescheduling "couple time" so that Eddie and Peter could hang out. It really was a testament to how close Peter and Eddie were. They grew up together, sure, living next door to one another, but it was more than that. Eddie viewed Peter as a member of his family, the little brother he had wanted since he was a kid. In return, Peter and Harry both idolized Eddie and would do anything he asked of them.

"Nah, she knows how important bro time is to me. So, what do you say? I don't have football and it's the first Wednesday of the month. You know what that means."

"Yeah, Midtown Comics got its new shipment of manga in," Peter replied with a smile. "I think if Felicia knew this is what you were ditching her for, she'd have a slightly bigger problem with it."

"Please. She's seen my manga collection. I even managed to get her to watch My Neighbor Totoro last week."

"And she liked it?"

"Well, no, but she likes me and that means putting up with the things I like," Eddie chuckled. "But girlfriends don't matter during bro time. You'll realize that when you get one for yourself."

"I think that would first involve any of the girls in this school noticing me."

"Or you noticing anyone who wasn't Liz Allan."

Peter laughed. "Speaking of which, Warren assigned me to be her bio tutor."

"That's good. You can get closer, teach her some bio. She can teach you some bio," Eddie finished with a suggestive wink.

"She and Flash can laugh at my inexperience afterward," Peter reminded him with a scowl. "Besides, after our mostly one-sided conversation today, I can honesty say I don't know what I saw in her."

"Peter, you're a bright guy but still a human. Everyone has fallen for a pretty face at one point or another. Don't sweat it."

Peter nodded as the two left the school building, heading toward the correct line that would take them toward Midtown Comics. "Oh, I almost forgot," he began. "I need to stop at the Daily Bugle."

"What's at the Bugle?"

"Hopefully a job. They're looking for pictures of Spider-Man."

"You think you can get pictures of Spider-Man. Gotta say, I'm loving the confidence Pete, but it sounds pretty dangerous."

Peter waved off his concern. "Not if I'm far enough away from the fight."

Eddie raised an eyebrow. "Look, I just don't want to see you get hurt."

"Between you and Harry, I don't know how I haven't been crushed under all the support," Peter grumbled, shoving his hands into his pockets.

"Hey, if this is what you want to do then I'll back your play. You know that. Just be careful, alright? Otherwise, I'll need to find someone else to come with me when I buy the latest volume of Attack on Titan."

"Maybe this time Felicia will share your interest. Though, if she has any taste, she'll steer clear of that wreckage."

"C'mon," Eddie scoffed. "You can't tell me you don't like Attack on Titan. It's got everything."

"I liked it fine in 1995 when it was Neon Genesis Evangelion," Peter rolled his eyes.

"It's hardly the same thing Pete."

"Dystopian future, abject terror and depression, shadowy governmental conspiracies. Why are you splitting hairs?"

…

After leaving the comic shop, and having Eddie wave his new volume of Titan in his face while sticking out his tongue, Peter finally made it to the Daily Bugle building.

A combination of both print and internet news, as was becoming strikingly common, the Daily Bugle was never considered the top newspaper in New York. Not that the opulent design of the building spoke to anything other than grandeur and success. But, when J. Jonah Jameson ran things it had to look good. Or so the gossip rags that Aunt May read, and Peter only really perused when there was nothing better to do, had said about the man. Either way, the ornate marble of the entrance did little to calm the nervous Peter down as he made his way to the door marked "Jameson".

Peter had never held a job before and he really didn't know what to expect, amplifying a sense of nervousness he hadn't really felt since becoming Spider-Man. And since Aunt May didn't know about this little endeavor, he hadn't been able to get advice on how to act before hand. Reminding himself that he was supposed to be a super hero, Peter cautiously knocked on the door and was met with a gruff "come in" in an older baritone.

Jameson himself was an older and angry looking man with thinning gray hair and a bushy mustache of the same color. He looked up from a layout design he was considering, staring at Peter through a pair of horn-rimmed glasses and beady blue eyes. "What do you want? I know it isn't take your kid to work day, I would have never signed off on that tripe."

Peter swallowed nervously. "Um... my name is Peter Parker and I came about the Spider-Man pictures."

Jameson again peered over at Peter, seemingly analyzing the young man. "Well, let's see them then."

"Pardon me?"

"The pictures, boy, let's see them."

"I don't have any pictures, sir, I thought this was an interview of sorts."

Jameson let out an angry breath. "Do you know how many kids I see a day about this job. It's every kid's dream to take pictures of that masked freak since he became an internet celebrity. Christ, I'm surprised he doesn't have one of those Instagram pages where he snaps selfies already. Listen kid, I only want serious photographers coming in here about this assignment. So, unless you manage to get me pictures of this lunatic, then I never want to see your face again! Got it?"

"Um... yes, sir," Peter managed to stutter out.

"Why are you still standing here. Get out of my face!"

As Peter left the office, he was stopped by a friendly, but deep voice. "Jameson gave you the business, huh?"

Approaching from Peter's left was a smiling middle aged man with dark skin and an eerily similar look about him. "Hi, I'm Joe Robertson, but everyone calls me Robbie. I'm the editor-in-chief here."

"Robertson, as in Rand Robertson?"

"My son. You go to Midtown?"

"Yes. Peter Parker."

"Parker? My son mentioned you. He says you're a science prodigy."

"I try, sir."

"No need to call me sir, Peter. And don't mind J.J. He may be a cantankerous windbag, but he has more journalistic integrity than any man I have ever met. It's only for profit that the Bugle has to stay away from actual news and focus on click bait. And, unfortunately, Spider-Man has become great click bait in the last month."

Peter chuckled and nodded. "You don't think Spider-Man is actual news?"

"Peter, I've seen aliens, billionaires in tech suits I couldn't possibly understand, and costumed heroes from the forties eating at Nathan's. Just one more hero in New York isn't much to write home about. Not when Latveria is blustering. The existence of Spider-Man isn't the news, it's what he does that will be newsworthy, you see?"

"I do."

"Listen," Robbie began. "I really don't wanna see a kid like you get hurt chasing down Spider-Man for some photos, but if you do manage to get them I'll make sure Jameson sees you then. Okay?"

"Thanks Mr. Robertson."

"Peter, call me Robbie. I won't respond to anything else. Oh, and tell your aunt I'm sorry for your loss. I met your uncle at a PTA meeting once, he was a good man from the brief conversation we had with each other."

The first thing Peter heard when he left the Daily Bugle was an oncoming siren. His spider-sense kicking in, he stepped back away from the curb just in time for an armored car to come tearing down the street followed closely by five cars of New York's finest.

Rolling his eyes, Peter let out a snort. "I guess now is as good a time as any to get those pictures."

…

Of the things Alistair Smythe admired about his boss, his sparse and Spartan style office was not one of them. Smythe, himself, would have gone with something opulent and worthy of his status, but he understood the need for discretion. When one was involved in the business of his employer, one learned to be careful.

Decked out in a custom Versace suit, Smythe cut quite the dashing figure even in his current wheelchair. And if anyone were to guess, they would simply see the genius head of his robotics division, who was unfortunately crippled early in life. A true story of rising past one's difficulties. A story his employer told him to keep up with as it would greatly benefit their side operations if he was as legitimate, and sympathetic, as possible.

"Sir," he began, pulling up a video on his tablet to show his boss. "Traffic cameras in the area caught Target 2 stopping the armored car robbery you set up today."

"As I thought," his employer replied from behind his shadowed desk. "Anything else?"

Smythe hesitated for a moment. "I don't understand why we didn't set something up to take him out of the picture."

"Smythe, did your father ever teach you how to play chess?"

"No, sir, he did not. My interests were always in robotics and engineering."

"In chess, as in life, one should never play the short game. Taking him out now removes pieces from play that I'm not ready to see removed from the board just yet. His piece included. It's only been a month, Smythe, and he poses far too little a threat to my empire for my entire focus to be on removing him from the game. Right now, the Devil of Hell's Kitchen should be our only vigilante worry."

"But if he becomes a threat?"

"Then I believe Mr. Schultz is out on parole and looking for work. You understand?"

"Yes, sir, I believe I do."

End of Chapter Two

Author Note: Here is chapter two. I hope everyone enjoyed it. Please drop a review, they are appreciated.

Harry Osborn

Age: 15-16

Hair Color: Red

Eye Color: Green

I.Q.: 140

Peter's best friend and a fellow nerd at Midtown. Harry isn't stupid by any stretch of the imagination, just crippled by self-doubt and the thought that he will never live up to his father's expectations. This is further complicated by Peter being brilliant. Nevertheless, Harry is usually upbeat and loves spending time with Peter and Eddie when he can make it.

Harry dresses like a typical wealthy kid, but doesn't carry himself well enough to be noticed by the rest of the school. Both Peter and Eddie think Harry would be a lot more popular if he could get over his insecurities and act around others the way he does around them.


	3. Chapter 3

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man

Chapter Three

"Jesus, Michaels, could you step on the gas? I don't know who'll get us first, the cops or Spider-Man."

"My foot is nearly pushing through the floor Marko. I could pull over and you could drive."

The driver of the vehicle continued to talk, but Flint Marko had long since tuned him out. It wasn't often that Marko decided to work with a partner, and this young kid Michaels was proving this notion correct with each passing minute. This was supposed to be a simple grand theft auto. The armored car was bought and paid for already. The drivers were on the payroll of the Kingpin. But Michaels still insisted on firing off his gun and then taking off like a bat out of Hell down the street, attracting every honest cop in twenty blocks... and probably Spider-Man too. And now when they had to go fast to avoid the trouble that wasn't supposed to be there, he slowed down. This kid was the definition of stupid.

Now Flint Marko wasn't a genius by any stretch of the imagination, and he was man enough to admit that to himself, but he had a been a criminal in New York long enough to pick up on a few simple truths. Truths like never plan to go rob a patriotic symbol. That will bring on a beating from the good Captain himself. Never steal Stark tech, same problem, different Avenger. And never go near the Baxter, you'll be lucky if it's that rock monster. If the fire kid or, God forbid, Richards himself get involved then the beatings become creative. Marko was in no mood to explain to a doc in the local jail how Mr. Fantastic kicked his ass using three feet of excess skin. It was embarrassing. And you just don't skulk around Hell's Kitchen. If one of the local gangs doesn't jump you for sport, then you'll run into Daredevil. Neither are particularly good options.

There were also the more universal truths. Don't piss off the cops if you can manage it. And, never complicate a simple job. In the last ten minutes, Michaels had managed to do both of these. Marko sure hoped the payout for this job would be worth it. That is if the Kingpin decides they should continue breathing after this fiasco.

Hearing the sirens in the background closing in, Marko again turned to his partner. "Seriously kid, where did you learn how to drive?"

"Shut it man and let me concentrate," Michaels hissed. The kid flipped his stringy red hair from out of his eyes and forced his foot down with more force. Marko was flown back against his seat and the sirens following them became more distant in the background. For a few miles, Marko said nothing as the street whizzed by under them, until he was sure they had shaken the cops.

"Good work kid. You had me worried there for a moment."

"Shut it, geezer. I was always in control," Michaels responded. He opened his mouth as if he was going to begin talking again, but a red first punched its way through the driver window, halting any conversation the two would have.

"Geezer? I don't know about that. Maybe forty at best. Doesn't the criminal element have any sense of respect for its elders?"

Marko sighed. "Spider-Man, I take it?"

"Right in one. And you are?" The superhero responded in a laughing manner. He reached insider the car and grabbed the wheel, jerking the entire vehicle to the left. "How about you guys pull over and let me drive. The driving ed teacher said I've gotten really good lately."

"Not gonna happen you freak," Michaels responded. He threw his own punch out the window, that Spider-Man easily caught, bringing Michaels' full weight against the door. Three more quick pulls and Michaels went limp, unconscious, but foot still bearing down on the gas.

"Now look what you did," Marko growled. "Get him out of here so I can stop this thing."

Spider-Man opened the door and pulled the unconscious Michaels from the front seat. He launched a web and swung quickly to a nearby building, attaching Michaels to a light post in the process.

Marko pulled himself into the driver's seat and slammed his foot on the breaks, screeching the car to a halt. Scrambling out of the vehicle, he made to run down the street only to come to face with the superhero he had hoped to avoid in the misdirection.

"Thought I forgot about you?" Spider-Man asked, crouching down into a fighting position.

"Hoped," Marko replied, adopting a fighting position himself. He jumped around a bit like he learned when he was younger and took a few years of boxing, motioning for Spider-Man to "bring it on". It was another one of his rules. If it looked like you were about to be caught, go down swinging. If he were sent to jail, at least he would have some sort of street cred for going up against the bug. He didn't want to seem weak.

Spider-Man chuckled, but adopted a similar pose, mock pushing his costume up his sleeves. "Fisticuffs, really?" he asked in a put on British accent.

Marko charged him and Spider-Man dodged, juking slightly with his hands still raised in front of him. "Or, I could float around like Ali."

Spider-Man kept dancing around, dodging Marko's punches, but soon sent pout a web of his own, pulling the criminal in tight. "But, I think I'll just end this and leave you for the police."

Holding Marko close with his web, he brought his fist crashing against the criminal's temple, smirking as Marko went limp in his arms. "Now, I'll leave you with your friend for the cops to find."

As he finished tying Marko up next to Michaels, Spider-Man heard the sirens pulling closer and he turned to wait. As soon as the cops appeared, he leaned himself back against a wall and began to clap. "The boys in blue! Looking good and coming to clean up, just what I needed!"

Eight or so cops emptied out of the cars, two rushing to attend to Marko and Michaels while the others turned their weapons on Spider-Man.

"Hands up!"

"Guys," Spider-Man said, holding his hands in what he hoped was a placating gesture. "I'm on your side here. Just caught the bad guys, doing my civic duty, promoting the red, white, and blue. You know, hero stuff?"

One of the braver cops stepped forward, gun trained on the hero. "You're under arrest! Get on the ground or we'll shoot, freak!"

Spider-Man sighed in frustration. "I do your job for you and get called a freak. Would you say that to Captain America?"

"Captain America doesn't hide behind a mask, criminal," the same cop responded.

"And that thing on his face is what then?"

"That's not the point. Captain Rodgers is an American hero. Not some smart mouth punk getting his jollies by getting into street fights."

"That's what you think I'm doing?" Spider-Man asked with incredulity. He watched the cop for a few more moments without change. "Look, I get how this works. I'll lay down and then I'll get shot at. I have seen the news."

"One more word and I will put you down. I mean it!"

Spider-Man sighed again, launching a web and swinging away, using the disbelief of the police to his advantage. Not the first impression he wanted to have the cops, but it would have to do. They'd learn to respect him eventually... he hoped.

Once he was out of range of the cops, he double backed quietly and landed on one of the roof tops situated in the middle of street. Connected to some webbing hanging off the side of the building was Peter's favorite camera, set on an auto timer to take pictures every few seconds.

"With this, I just may be able to put that windbag Jameson in his place and get a nice paycheck out of this shit show of a day. At least I caught the crooks."

…

Slightly out of breath from swing back to the Bugle at breakneck speeds, Peter changed out of his costume quickly and entered the front doors of the building, intent on getting his pictures to Jameson before the end of the day. There was a look on the faces of the employees of the Bugle as they saw the young man marched determinedly through the building toward Jameson's office bordering on shock. No one, after receiving a verbal lashing from Jameson, had the gaul to return in the same day. They had seen grown men run from that very office and now some kid was willing to face Jameson's wrath twice in a day. They had to admire his bravery, even if it wasn't the smartest thing to do in the world.

Intent on preventing a verbal massacre, Robbie sprung from his desk and approached Peter. "I appreciate the enthusiasm kid, but it may be misplaced. I told you not to come back unless you had pictures of Spider-Man."

Peter held up his camera, scrolling through about a dozen or so pictures of his last battle. "I guess I got lucky, he was chasing down some crooks when I left a couple of hours ago. I just followed and snapped these."

Robbie raised an eyebrow. "I thought I told you not to get yourself in any sort of trouble."

"I really wasn't in any danger. I actually climbed a fire escape and got up to a roof to take these pictures. He didn't see me and neither did the criminals. No harm, no foul, right?" Peter laughed in a nervous manner.

Robbie studied Peter for a moment, as if trying to suss out the lie he was telling, but eventually just nodded his head. "I'll go talk to the boss, give me a minute."

Peter fidgeted outside of the office for a few minutes, trying his hardest to ignore the looks he was receiving from the Bugle employees. Well... the looks that weren't from the hot secretary sitting outside of Jameson's office that is. She could look at Peter all she wanted.

Robbie opened the door slightly and motioned for Peter to come into the office.

Literally the moment he opened the door, Jameson was barking at him. "Let's see them then."

Peter approached the desk and showed Jameson the screen on his camera, quickly thumbing through the pictures. However, Jameson snatched the camera out of his hand, muttering to himself as he stared at each one. "Crap, crap, crap, crap... this one isn't bad."

He took a moment to look up at Peter. "These are crap," He said in a blunt tone making Peter wince. "But crap is better than nothing, which is what I've got from every other photographer in the city. Have Robbie print these out and I'll give you three-fifty for the lot."

"Three-fifty?" Peter exclaimed. "There's about a dozen pictures there!"

Jameson glared at Peter. "Four hundred, or you can walk. Final offer."

"Four hundred is fine, sir," Peter responded. "And," he stumbled for a second, searching for the words. "What about a contract?"

"Contract?" Jameson laughed. "Good one kid. Maybe if you could drive. No, freelance is the perfect thing for a kid your age."

He scribbled out a cheque quickly and handed it to Peter. "Give this to my assistant, Brant, outside and she'll pay you. Make sure Robbie has those pictures to me in the next ten minutes."

Peter nodded and scurried out the door. Outside of the office, Robbie was waiting for him, a smile on his face when he saw the cheque in Peter's hand. "Good job Parker. I'll take your camera and upload the picture. Go get yourself paid in the meantime."

After handing his camera to Robbie, Peter approached the desk marked "Betty Brant" and was pleasantly surprised to find that it was the same hot secretary glancing at him from before.

"Hi...um... Jameson sent me with this," Peter said. "Told me to give it to his assistant Brant. I'm hoping that's you."

"Assistant is hardly the word I'd use. Maybe slave, or lackey. Either way, I don't get nearly paid enough to be payroll as well," she began, running a hand through her chestnut hair in annoyance. "But, yes, I can pay you. I guess being overworked by Jameson is better than being unnoticed. It's the ones that he doesn't know who tend to get fired."

She smiled again and handed Peter a small stack of bills, her dark brown eyes flashing as she smiled at the boy. "Must have been some pictures to get Jameson to take notice. Congrats, Mr. Parker, and welcome to the Bugle."

Peter sheepishly rubbed his head. "Please, Ms. Brant, call me Peter."

"Only if you refer to me as Betty," she smiled again.

…

With only Marko to talk to, Michaels had decided long ago that this prison cell in New York simply wouldn't do. He was much too important to be locked up like some common criminal. But, he supposed it was for the best. After all, his was a mission that wasn't to be taken lightly.

He was a world class stuntman. A brilliant magician. A superb tactician and fighter. And, with his other abilities, unparalleled in the many fights in which he had never been bested. Had he known as a struggling young stunt man and special-effects guru he could make this kind of life for himself, without having to hit rock bottom first, he would have left Hollywood after one week. His skills were impressive and more suited for practical applications than helping some fat cat in a suit get wealthy off of whatever tribe blockbuster he was willing to sell to the American people. They didn't understand his gifts anyway.

His portion of the plan had worked out flawlessly. He had infiltrated Kingpin's gang with startling ease and, within the span of two months, gotten a high profile gig that was sure to attract the attention of the real prize, this new hero Spider-Man. The kid was good, he had to admit, but he was not impressed. Maybe in a few years he would pose a threat, but for now at least, he was nothing.

And, if he was to be immodest for a minute, he was shaping up to becoming the best actor in his generations. It was only a shame that the Academy wouldn't see his performance and gift him the Oscar he so richly deserved. Those hacks would just have to keep giving his prize to less deserving actors while he continued to shine on the only stage that mattered, the New York streets where he would soon be king.

But, to do so, he would need to remove himself from his current partnership. He was no man's lackey, not the Kingpin's nor his actual employer's. He was his own man, tremendously gifted, and he was ready to take his sizable cut from this job and strike out on his own. First act, set up the scene. Second act, deploy the effects. Third act, cast the hero Spider-Man. Fourth act, defeat the hero in single combat proving his superiority. Fifth act, rule New York as was his right. It was a perfect plan, full of the kind of dramatics reserved for the golden age of Hollywood. It was like he was a better version of Clark Gable and New York was his improved version of _Gone With the Wind_. Or better yet, as he recently became a man of many faces, he was Conrad Veidt and this was his _The Man Who Laughs_ or, better yet, _Casablanca_ and he would steal the show with his chilling portrayal of the perfect villain. The rest of the New York underground would soon realize his his superiority and fall in line or be crushed under his sheer brilliance.

Oh, how he wished to announce these claims in a most manly fashion, with some sort of Shakespearean monologue, and forever perfect the role of Iago in a way that neither Laurence Olivier nor Kenneth Branagh could ever hope to match. It was his birth right, but it would have to wait. For now he would play the stooge and special-effect errand boy to a larger power until he could strike. And much like Iago, he would strike and they would never see it coming.

"Michaels, you made bail," one of those squalid cops pulled him out of his much needed revery and back into the mundane real world for a moment. But in that moment, he smiled. It was time again to play second fiddle. Nothing but a effects lackey to a much bigger fish. But all that was about to change.

Stepping out of the police precinct, he smiled again as a large, black limo pulled up to the curve. Time to put on his mask, he figured. In a way it opaqued his vision like mirror. He could see his true self. His brilliance shone through to him, but was masked to everyone as a simple stooge. But he would have his day. All he needed was the go ahead to take down Spider-Man and he would be set.

The limo stopped right in front and he got in, setting himself down in a most elegant fashion and turning to face his employer and the oaf that followed his employer around.

"The plan went perfectly, but of course, since I was personally involved. And now, if you don't mind, I'm going to remove this dreadful disguise and become myself again," Michaels said. He reached up into his straggly hair and removed it, and the skull cap connected to it, revealing a mop of black hair that fell immediately into a bowl cut around his eyebrows. Removing a tissue from his pocket, he wiped the make-up from his face and aged about five years, going from the naive and rash kid he was playing into an older, more dignified man. The perfect disguise.

"Welcome back, Mr. Beck, and good job," his employer said, reaching out a pale hand and passing Beck a drink.

"Naturally," Beck responded. "When Quentin Beck is involved, success is the only possibly outcome."

"The Michaels identity is no longer needed, as I'm sure Fisk had already figured out your were my mole in his organization. As I too have figured out his moles in mine. Furthermore, it was the perfect distraction for the real event. I would bet that Fisk thought I was merely trying to sabotage one of his many crimes. Likely he still considers Daredevil to be the biggest threat to his organization. I would like for that notion to continue as long as possible. Long enough for Spider-Man to grow into his own. By that time, I will have moved Fisk into the perfect position to be the fall guy for all of New York crime and to become the first hit on Spider-Man's list. Then, it should be smooth sailing. Though I much prefer the direct approach, I've begun to see the benefit of planning for every possibly contingency. I would love to see the look on Fisk's face when he realizes that he was out played for once."

"Right you are boss," his associate, a large and square man called Hammerhead responded.

"Now then, Mr. Beck, I believe you are in need of a new identity so we can begin the second part of my plan. Whatever you think you need, Tombstone will provide."

End Of Chapter Three

Author Note: Sorry for the delay everyone. Here is the next chapter. As always, if anyone has a question, please let me know. Reviews are greatly appreciated.

Liz Allen

Age: 15-16

Hair Color: Brown

Eye Color: Brown

I.Q.: 124

Liz is the most popular sophomore at Midtown and the next in line to be varsity head cheerleader. Secretly, however, she wants more out of life then to be a cheerleader and Flash Thompson's girlfriend. Since she was a kid, Liz has wanted to protect the environment and has decided law will be the best way to achieve that desire. For that reason, she has agreed to get tutoring from Petey.

It isn't that Liz hates Peter, but she finds him a bit arrogant and off putting. Furthermore, she doesn't quite understand the kids who aren't trying to be as popular as she is. Despite this, Liz is a kid and caring person once one can get past her shell. She has a lot of hidden potential.


	4. Chapter 4

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man

Chapter Four

"Do you have a specific chapter you want to cover, or should we just start with last month and continue on til we cover everything?" Peter asked, staring at Liz over the steaming coffee cup he had ordered a moment before. He wasn't surprised when instead of answering him, she opted to take a selfie with the beverage she ordered. He wouldn't have been too overtly upset about this, but this had been going on for around ten minutes and he was already getting tired of her lack of attention. It wasn't like Peter needed to be there for his own benefit.

"Did you say something Petey?" she asked, quickly uploading the picture to Instagram. She flashed him a quick, superficial smile before she began to text again.

"Yeah, do you have a specific place you want to start studying," he asked through gritted teeth.

"Um... no... not really. Whatever you think will help me get the best grade. Like, focus on what you did or whatever. That should be good."

"Well, where are you struggling?"

Liz looked at him for a moment as if he had grown a second head. "If I knew that I wouldn't need you."

The snotty response startled Peter for a moment. "Look, I can go if you want. I'm not the one who needs these lessons."

Peter moved to stand from the table and head home, or possibly out to the streets, when Liz's hand shot out and held his in place.

She seemed to struggle with what she wanted to say for a moment. "Look, I'm sorry for being short with you. But, I don't understand any of this. I need some help."

Peter glanced her way for a minute. Something about this situation was just off with him. "This really doesn't seem like it would be something you're interested in. Why are you so focused?"

"How is that any of your business?" she snapped back viciously.

Peter held up his hands in surrender. "If I know what's going on, I can better help."

Liz sighed. "...It's gonna sound stupid."

"Try me."

Liz opened and closed her mouth a few times, gaping at Peter and trying to find the correct words to express what she wanted to say. She raised her hands as if to demonstrate, lowered them again, shaking her head. Just when Peter had resigned to continuing the lesson, she blurted. "It's just... I... don't want to be known as only Flash Thompson's girlfriend."

She blushed for a moment and stared defiantly at Peter, daring him to say anything about her momentary lack of control.

Peter raised an eyebrow in confusion, waiting for a moment to let her continue. But as the seconds passed by, it seemed she wasn't going to say anything more and all he could do was answer with confusion. "What?"

"I know you've seen those girls... the cheerleaders who graduate without a plan and marry their quarterback boyfriends. They either get knocked up and spend their twenties raising kids or sitting in some house making sure that they have the booze out or... you know."

Peter nodded. Though their area of New York wasn't terribly poor, or poor at all really, he still had plenty of neighbors who never grew out of their high school glory days. When he would take out the trash for Aunt May or walk to school, he'd often see them standing in the door of their house in a nightgown wishing their husbands a good day at whatever factory hadn't closed in the near vicinity. Peter and his aunt had begun to feel something like this in recent weeks as well. Without his uncle's supplemental income, and the corporate assassination of his union benefits, there had been a strain on extra spending in his house, thus Peter's job at the Bugle. The emerging corporate culture of New York and the not-so-subtle gentrifying of the city hadn't done the factories any favors either. If you could even get a menial job at Oscorp, you weren't paid much. Norman Osborn and Tony Stark had too much control of the city practices. For a techie like Peter, that wouldn't be a problem. His knowhow could land him a job with either tech giant if he wanted it. But for someone like Flash, who Peter was sure wasn't winning any science fairs in the future, it was football or bust. And how many players actually managed to get full rides for football? Beyond that, how many would go pro?

Liz seemed like a bright girl, but she also seemed unfocused and too obsessed with popularity. And if her bio grade was any indication, her school work was suffering as a result. Without better grades she would never get into ore than a community college. Her future with Flash would be all but assured.

"Yeah," Peter said. "I get it. The question is, though, what do you want to do?"

"Promise you won't laugh?" Liz asked in a small voice that seemed so off from her usually boisterous personality.

She steeled herself for a moment after Peter nodded. "I want to be a lawyer. I want to save the environment."

Of all the answers she could have given, Peter was not expecting that response. But, it made sense with what he knew of her. She was never quiet and always made her opinions known. Plus, he vaguely remembered Harry saying something about her joining the Environmental Club at school last year until cheerleading too up too much of her free time.

"So, you want to understand Conservation Biology a bit better," Peter concluded. "Makes sense."

"Well, yeah, but I also want to get into a good college. Can't do that with my current science grade."

"Okay, let's start there."

"You're not gonna laugh at me? Or tell me my dream is stupid?" Liz sounded genuinely surprised that he wouldn't mock her for having such lofty goals.

"Why would I do that? Your dream is your business."

"Sally did when I told her. Said I should just focus on my looks, they'd get me farther. I think she can't quite grasp anyone wanting to live a different way than she does. Flash just looked at me like I was insane."

Peter chuckled. "I think environmental might be too big a word for the quarterback to handle. And Sally, well, if she manages to be more than a trophy wife then I'd be surprised."

Liz looked like she wanted to both scowl at his casual insults of her friends, but couldn't help the smile that cracked her facade.

"But, it's more than that," Peter continued. "My uncle once told me that if you have the desire to do something good, if you have the ability to do something good, then it's wasteful not to do that something good. In other words, you have a moral responsibility to use your talents for the benefit of the world around you. Otherwise, what's the point?"

"You're uncle seems like a wise man."

"He was."

Liz paused for a second. "You know, Petey, you aren't at all how you come off at school."

Peter was surprised that anybody even thought about him at school, let alone that there may have been a prevailing opinion of his personality. "Yeah, being Flash's punching bag doesn't leave room for a more encompassing opinion."

"Well, at least we know the snarking isn't true," Liz deadpanned. "But, really, you aren't as arrogant and standoffish as I thought you were."

"Arrogant?"

"You didn't know?" Liz raised an eyebrow. "Always answering every question in class. Walking down the halls, with only Osborn, and a look that screams we're all beneath you. And there's how you talk to Flash."

"Flash is a bully."

"Yes, and I'm not defending him. But I think Flash is scared of you."

"Yeah, he seems real shook whenever I catch a right to the cheek," Peter rolled his eyes.

"I'm being serious. Flash has been praised his entire life for his athletic talent. He's never had to work for anything. It hasn't left him with a lot of humility. I don't think he knows how to deal with someone who outsmarts him without even trying. It has to scare him that he can't just punch your brain into submission the way he can everyone else in his life."

"That doesn't justify the way he acts towards me or any of the other geeks at school."

"You're right, it doesn't. I do hope that one day Flash will grow up and realize his flaws, but if it doesn't happen than I want a Plan B. Something that's mine in case Flash doesn't move past high school jock. That's why I'm here."

Peter smiled at her and was pleasantly startled to get a smile back. "Okay, then, let's get started."

"Let's," Liz responded. She spared him another glance. "Just because I told you this doesn't mean we're friends or anything Petey. I so don't want you coming up to me in the halls or anything."

Peter sighed. "I wouldn't dream of it."

…

Peter arrived home later that evening with a small smile on his face. His study session with Liz could have gone better, but it wasn't the disaster he was expecting when he arrived. Maybe he could get a friend out of this entire scenario.

As he arrived home after five, he found his aunt sitting in her favorite chair in the kitchen with a tea kettle on and their neighbor Anna Watson sitting across from her. Much like his own aunt, Mrs. Watson was widowed in her early forties. However, unlike Aunt May, Mrs. Watson was independently wealthy through her father and had no dependents living with her. So, it was anybody's guess what she did with her time when she wasn't visiting with Aunt May. Peter assumed a lot of soap opera were involved.

Still, Mrs. Watson was a nice enough woman, if a bit of a busybody. She was always asking if Peter had a girlfriend yet or if the girls in his school were blind. Peter appreciated the compliment, but could never really explain the perils of the high school geek to someone who had been a beauty contestant in her youth. Besides, he didn't want to worry Aunt May that he wasn't popular. She still thought he was friends with "little Eugene" from the down the street. He didn't have the heart to tell her that "little Eugene" grew into Flash and had been tormenting him since seventh grade.

Mrs. Watson smiled at Peter when he entered the room, her green eyes following him as he poured himself a cup of tea and sat down at the table. "Aunt May, Mrs. Watson. How are you ladies today?"

"Better now that you've graced us with your presence Pete. Shouldn't you be off on a date with one of your many admirers and not stuck here with us old women?"

"I don't have time to date Mrs. Watson. Need to keep my grades up and get a scholarship so I don't have to burden Aunt May."

"Nonsense, Peter, you aren't a burden," Aunt May responded.

"But he is responsible, not wishing to make you work any harder May. Such a nice young man. I bet your girlfriend has a hard time fighting the girls off."

"I don't have a girlfriend Ma'am," Peter responded as he done at least once a week since he started high school.

"No girlfriend? I'm shocked. Don't the girls at your school see what they are missing?"

"Don't torture the boy Anna," Aunt May chuckled with a smile and a shake of her head. "I'm sure when Peter decides to get serious about a girl she will see the qualities we've seen for years."

"I'd have to know a girl well enough to let her see those wonderful qualities."

Aunt May turned to look him directly in the eye. "That's simple, you just need to go on a date. Any girl would be lucky to go out with you."

"I'll make sure to tell them my aunt said so," Peter grumbled.

"Isn't your Homecoming dance coming up in a couple of weeks?" Aunt May pressed on, ignoring his barb. She was used to dealing with his humor by know. "Why don't you take a girl to that. You know, I met your uncle a week before our Junior Homecoming. My parents couldn't believe I said yes to that Parker boy. But, I'm glad I did."

Peter rolled his eyes. He had heard this story plenty of times by now. "I'm not you and Uncle Ben. Besides, I was planning on skipping it. There's a Miyazaki retrospective playing downtown that night that Harry and I are planning to see."

"Nonsense, Peter. You skipped all the dances last year. You aren't skipping this one."

"You know," Mrs. Watson piped up, her eyes twinkling mischievously. "He could always take my niece Mary Jane. She's coming to live with me and she'll be transferring into his school."

Peter suddenly felt trapped, as if he played into their hands. This was a planned attack and his spider-sense didn't save him. Sure, when he needed it the most it failed.

"That's true," Aunt May said in an exaggerated manner. "Why don't you take Mary Jane to the dance? I met her once, she's such a sweet girl."

" _A sweet girl?"_ Peter thought. _"When has that ever been code for something good?"_

He couldn't help the shiver that ran down his spine.

End of Chapter Four

Sorry for the shorter chapter this time around. There is no character bio for right now, but next chapter will feature Eddie Brock. Until then, any and all reviews are appreciated. As are favorites or followings. Until then.


	5. Chapter 5

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man

Chapter Five

"So, get this, apparently she's a sweet girl," Peter related to Eddie and Harry walking into school the next morning.

Harry shook his his head. "Yikes, man, that's rough."

"And what would you know about it Osborn?" Eddie snorted. He turned to Peter. "You never know, she could just be really sweet."

"Or she could be a wildebeest," put in Harry with a chuckle.

Eddie shrugged. "Or she could be a wildebeest."

"As much as I appreciate the help, guys, I don't think I'm even going to the dance," Peter said. "Weren't we gonna go to the movies that night?"

Harry shook his head sadly. "Not anymore. Norman told me last night that he'd cut me off if I didn't go to this dance. He said only when my grades were as good as yours could I afford to be a social retard."

Peter exhaled. "Come on Harry, that isn't true. You're his son, he's proud of you."

Harry just shrugged. "Regardless, he set me up with the daughter of some rich publisher who's looking for his paper to do a piece on Oscorp."

"Did you get her name at least?" Eddie asked.

"Uh... Kate Bishop, I think. Or something like that," Harry responded.

"Sounds good Harry, maybe you can at least get a dress color to match before the dance," Peter chuckled. "For the corsage."

Harry shot a glare at Peter. "At least she isn't sweet."

"You never know Harry, she could be," Eddie laughed. He patted Harry on the back and nodded at Peter. "If you'll excuse me, we've got fifteen minutes before class and I'm gonna go find Felicia. You see boys, she's my girlfriend who I've actually seen before."

Eddie guffawed and threw his lettermen jacket over his shoulder, leaving Peter and Harry to stare blankly after him.

"Do you sometimes just hate him?" Harry asked.

Peter could only nod. "Yep."

…

Despite his desire for independence, Quentin Beck had to admit that there was some benefit to being in the employ of someone with the resources of Tombstone. The suit he currently wore, Kiton K-50, cost a cool sixty grand. He had six sent to his base of operations. His shoes, custom Italian leather, came in at around six grand. His timepiece, a white gold Roman dial watch from Rolex, came in and four and a half. This was, of course, discounting the various tools he would need for his actual criminal enterprises. But when one wanted the best, as Quentin undoubtedly was, price was hardly an object.

It may have been ostentatious, sure, but this was the price you paid for the perfection that Quentin Beck offered to your organization. And after proving his abilities with his latest success, Quentin doubted Tombstone would be willing to part with his company so easily. If Tombstone was half as clever as he seemed, then he would have realized the damage Quentin could do to his organization if he were employed somewhere else. Therefore any price should have sufficed.

Quentin savored the sound of his heel clicking against the fine marble of Tombstone's front company as he made his way down the hallway for a meeting with the man. The front itself, Lincoln Holdings, was involved in a variety of different enterprises. Tombstone had explained this was necessary so that no single person would get a close enough look at his financials to make a connection to his less than legal activities. He even gave a significant amount of money to various charities every year and made sure to be on the forefront of every progressive cause and idea that circulated around New York. This year alone, he came out in favor of full rights for the city's growing mutant population. Quentin could appreciate this kind of subterfuge. He doubted that Tombstone cared at all about the rights of mutants, but having the support of a businessman like L. Thomson Lincoln was enough to sway some of the leaning politicians in the city. In that way, it served its purpose. The progressive would have a champion, Lincoln Holdings would gain significant access to other pro-mutant businesses like Worthington Enterprises, and the politicians would feel indebted to Lincoln and be more willing to pass the laws he wanted.

If anything, Quentin appreciated the way Tombstone carried on his act as if it were the most natural thing in the world. Unlike his brief time as a mole with Fisk, who never seemed adapt with the fineries that life offered, Quentin truly felt that he could have a wonderful experience working for someone like Tombstone. It was almost a shame that Tombstone would have to be removed for Quentin to truly get what he was entitled to. But, someone would have to fill Tombstone's shoes, and it might as well be Quentin Beck. It was the first stop to domination of the city. And he looked so fine in custom leather.

He strode with a purpose toward the office at the end of the hallway. His swagger changed slightly to show someone with deference approaching the door. It would not due for Tombstone to feel as if Quentin was willing to betray him. No, for this ruse to work Quentin needed to play the part of a servant or employee. Really, both were the same thing. Only then could he gain the resources he needed to take control of the organization and do away with Tombstone and then the Kingpin. And, while he was at it, take out that fool of an errand boy Hammerhead and even, if his plan was perfect like he figured, the remains of the Manfredi family. He would leave no stone unturned.

Sitting outside of Tombstone's office was a pretty young blonde bedecked in typical, yet expensive, office attire. Quentin imagined that being the personal secretary to Lincoln paid well. If she was any good at this job, maybe Quentin would even keep her around after he took control. Good help was often hard to come by.

"Hello my dear," he began in his most charming voice. "I have an appointment with Mr. Lincoln. My name is Quentin Beck."

The girl nodded and looked down at the computer in front of her. After a moment, she nodded again. "I'll buzz you in. Mr. Lincoln should be waiting for you Mr. Beck."

"Thank you, dear. Have a wonderful day."

After a moment, a buzz sounded and the doors to the office opened. Upon stepping inside, Quentin was greeted with two sitting figures at a large, ornate desk in the back of a circular room in front of a large, plate glass window. Around the room were various ornate vases and painting worth more than Quentin would make in a single year as a special effects coordinator.

However, the centerpiece of the office confused Quentin. Away from any of the finery, situated in the exact middle of the office, was a single, red punching bag that looked as though it had seen better days. It was stitched up and repaired various times. It seemed to Quentin that the cost of the repairs had to be more than the bag itself at this point. Quentin assumed that Tombstone did not take many meetings in this office, it wouldn't do to have any associates or enemies know of this thuggish aspect to his personality. When Quentin took over, it would be the first thing to go. After Tombstone himself, of course.

Carved from a rich, reddish mahogany, and covered in small, runic designs, the desk in the back was as ornate as any of the show pieces in the room. Sitting to the side was that foolish errand boy, Hammerhead, in his own custom suit and looking in impotent rage at Quentin as he entered. It was clear that the man felt his position in Tombstone's esteem slipping away. But any intimidation Quentin felt from that insipid twit was nothing compared to his employer. Even with his pale, ghastly hands folded and a clam expression on his face, Tombstone was an imposing figure. He was as large as any man Quentin had ever laid eyes on. Even though he appeared calm, there was a dangerous gleam in his eye that spoke to his past as a simple mob enforcer. To Quentin's trained eye, it seemed as though Tombstone was the kind of man who would get his hands dirty if needed.

Tombstone barely nodded his head in greeting, his icy blue eyes training on Quentin. "Mr. Beck, right on time and I see you got the suits we sent over. I hope everything is to your liking."

"Yes, thank you again Mr. Lincoln."

Tombstone waved a hand. "Please, when I discuss this kind of business I prefer to be called Tombstone. It helps keep my interests separate."

"Very well Tombstone."

"Now then, down to business. You have a list of the rest of the items you need from me?"

Quentin reached into his jacket pocket and pulled out a meticulously folded piece of paper. "My background with special effects and misdirection should be able to cover most of what I need. However, there are a few... more practical items that I need help obtaining. Or creating, if you will."

Tombstone nodded. "I understand Mr. Beck. I figured something like that. Hammerhead, if you will go and fetch Phineas for me?"

Hammerhead grumbled something unintelligible, but got up nonetheless and walked out of the room.

"While Hammerhead is running this errand, let me see this list."

Quentin handed over the list to Tombstone, who then preceded to scan the items required. "Yes, Phineas will be perfect for this endeavor."

"Is he a thief?" Quentin asked. Some of the items he felt he needed were conceptual and he could not see them being anywhere outside of the Baxter Building or maybe locked in Stark Tower.

"No, nothing of the sort. He is, however, the finest mechanical engineer I have ever met."

"We'll still need someone to steal the parts required."

"Given significant access to your kitchen should suffice enough for Phineas."

Quentin raised an eyebrow. "Surely you jest."

"This is as important to me as it is to you Mr. Beck. Do not think I am wasting either of our time," Tombstone growled.

Gulping in involuntary terror, Quentin held his hands up in surrender. "My apologies Tombstone."

The door to the office opened and Hammerhead entered, followed by a slight, older man with a cloth cap and glasses. He was not the type to strike Quentin as the genius Tombstone had proclaimed. NO, he seemed more suited to the library or, perhaps, driving a taxi. He stood behind Hammerhead and rubbed his glasses on the sweater he was wearing, all the while silently appraising Quentin.

"Mr. Beck this is Phineas Mason, or as he is known in some circles, the Tinkerer. Tinkerer, this is Quentin Beck. He is going to take care of our bug problem. Provided, of course, that you can help him with some of the technical aspects," Tombstone stated, handing the list to Hammerhead who, in turn, handed it to Phineas.

The older man squinted down at the list for a moment. "This shouldn't be too difficult. I'll need access to a kitchen and, maybe, two weeks. But this can be done."

"You'll have everything you need sent to a lab on the premises Tinkerer. Does that suit your needs?"

"Of course Tombstone."

"Very well then, I'll let you get to your work," Tombstone concluded with a nod and a wave to dismiss the man from the room. After he had gone, Tombstone turned back to Quentin. "I believe this concludes our business save for one matter."

"That would be?" Quentin asked. It seemed as if he had everything he needed. If Tombstone wanted to add on another stipulation to their deal, Quentin would make his death that much more painful.

"You need a codename for us to refer to you by. Something to protect your identity from those who wish to do you, or us, harm. Any ideas?"

Quentin had, of course, thought long and hard about what his alias would be in case he needed one. When one was an known as Quentin Beck, it wouldn't do to be seen as a criminal before he had the influence he needed to escape incarceration. He did not need his adoring public to turn on him before he was ready.

Quentin smiled at Tombstone. "Just the one. From this moment on, I will be known as Mysterio, master of the arcane arts."

"Fine. You are dismissed."

With a flourish, Quentin left the room, mind already whirling with the possibilities of power as soon as he obtained the position he was destined for.

…

Tombstone flicked his eyes toward the monitor on his desk, watching as Beck left the building. Beck was a moron, of that there was no doubt. He was vainglorious, prideful, and full of himself. But he was also stupid and easily controllable. Tombstone had privately acknowledged to himself that he was not the planner Fisk was. He couldn't play chess in the way his rival could. He couldn't plan thirty steps ahead for any given scenario. But he knew how to stack a deck of cards. It was a skill he picked up working under Silvio Manfredi as an enforcer. He knew a good card when it was flipped over. And Mysterio would be an asset. Or, if not, easily disposed of.

"Hammerhead, I would like you to keep an eye on Mysterio during this project. I believe if he succeeds against Spider-Man, he will come for us next."

"Yes, boss. I'll get right on it."

Hammerhead was a another good card. He was the perfect employee. Competent, but not ambitious. Not stupid, but not too bright. Just good enough at his job to be beneficial, but without the talent for any long term plan. No power play potential. Tombstone could keep giving him a little more power and he would continue to follow along as loyally as a dog.

"Just make sure to keep you distance and remember there are two good outcomes for us in this endeavor. If he takes out Spider-Man, then the hero is eliminated as a threat. We can then send the bulk of our forces at Mysterio, or simply confiscate Tinkerer's designs. Or, if he fails, then one potential threat is taken care of and we can give the tech to someone a bit more loyal. Either way, we win."

Tombstone knew in his heart he could never plan in the way Fisk could. He didn't have the mind for it. But he knew an ace when he saw one. And right now, he was holding the Ace of Spades.

End of Chapter Five

Again, another short chapter for which I apologize. As always, reviews are appreciated.

Eddie Brock

Age: 17-18

Hair Color: Blonde

Eye Color: Blue

I.Q.: 152

Peter's childhood friend and older brother figure. Eddie is both a giant geek and the star player on the football team. The rare teen who seems comfortable with himself, Eddie has led a blessed life and doesn't know how to deal when things do not go his way.

Eddie has a teasing nature to him. He is at his happiest when he is able to needle Peter about his crush on Liz or a multitude of different subjects. But, there is no malice in his actions. He simply wants what is best for Peter. He is also incredibly protective of Peter and has made an open declaration that anyone who messes with Peter messes with Eddie.


	6. Chapter 6

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man nor the lyrics to "Thirteen" by Big Star.

Chapter Six

"Chromosomes are located in which of the following: Viruses, Prokaryotes, or Eukaryotes?" Peter read from the textbook currently propped open on the table in front of him. He paused for a moment to give Liz the time needed to answer the question, only to sigh when he saw her staring blankly back at him. "Liz, gonna need an answer some time soon."

She just continued to stare at him. "I don't know the answer."

"Well, think about it for a moment and then get back to me," he responded.

Peter took a moment while Liz furrowed her brow in thought to truly study the girl in front of him. The first thing he noticed, of course, was her beauty. That was obvious. Liz was by far one of the prettiest girls in school, if not the prettiest. And she made it seem so effortless. Peter didn't have much in the way of interactions with girls before these study sessions, but from what he saw on shows or read in books they often took hours to get ready in the morning. Peter wasn't sure, but he would figure that she could escape a house fire and still look like she was ready to be photographed.

But, after spending even just a little bit of time with Liz, he began to notice much more. She was dedicated, for one. Whenever she didn't know an answer, she would at first just try to have Peter tell her. But if he really put her to task, she would concentrate and try to solve it herself. And she wasn't often wrong. Liz was a smart girl, just maybe a bit flighty. Sure, she didn't have Peter's brain, or Eddie's, or even probably Harry's, but it was wrong to assume she was vapid just because of the way she and her friends communicated with each other.

Liz also had a wit to her that surprised Peter. She'd crack a joke, recently at the expense of Flash, that would send Peter into fits of laughter. She had a knack for impressions and a keen observation of what made certain people act the way they did. She had an uncanny ability to read Harry's problems in the way that only Peter and Eddie could, and this was from just observing him from afar. She claimed it was from being around magicians as a kid, having to look underneath the underneath... or something like that. Her father owned a hotel chain and he would often hire them to entertain.

Despite coming off as above it all, even arrogantly so, Peter wasn't immune to crushes or the random cute girl that seemed to catch his eye. And he was at least willing to admit to himself that he had been charmed by her beauty when he first saw her. The benefit of New York schools is that by the time one reached high school, they were almost guaranteed to meet someone new. And when Peter first saw Liz, he like every other boy in their class, was smitten.

But, recently, as he's gotten to know her... it was different.

"Petey, is the answer Eukaryotes?"

Peter blinked, snapping out of his revery. "Uh... what?"

"I gave you the answer Petey. You spacing out on me?" Liz asked with a raised brow.

Peter chuckled. "Sorry, there's a bit on my mind."

Liz just continued to stare at Peter. "You gonna elaborate, or just leave me here?"

"You really want to know?"

"Of course, how often do I get to get to help out my tutor?"

"It's just school and work and... stuff," Peter replied lamely.

"Stuff, huh? You keeping some dark secret from me Mr. Parker?"

" _Oddly, not what I'm worried about."_ Peter thought with a smile. "No dark secrets from me Ms. Allan. I'm just you typical science geek."

"I believe that should be nerd, Petey. I think you would know the difference."

"No. I may have a nerd-like knowledge about science, but it honestly fascinates me. It's as much a hobby as an intellectual pursuit," Peter responded with a boyish grin.

"Then you have other hobbies?"

"No, I'm a one note guy," Peter responded, rolling his eyes.

"Look Petey, I'm actually interested. Open up a bit."

"Alright," Peter began with a small smile. "I like comic books, anime, Doctor Who, Sherlock, skateboarding..."

"Music?" Liz asked.

"No, I'm dead inside."

"Come on," Liz pouted.

"Um... mostly indie rock and power pop, some classic rock and punk."

"Bands?"

"Of course, you know, The Beatles and The Stones. But, like, Buzzcocks, The Knack, anything by Paul Collins, The Jam, Elvis Costello, alt-J, Arctic Monkeys, Vampire Weekend, The Ramones... things like that."

"Nothing mainstream, huh?"

"The Beatles and Rolling Stones aren't mainstream?" he responded with a chuckle.

"Well, yeah, but I mean more modern. Top forty stuff."

"Not really. Lately, I've been getting into The Raspberries and Badfinger," he responded with a shrug.

"And they are?"

"The Raspberries are a band from Cleveland that had a big hit with "Go All The Way". Uh... their singer, Eric Carmen, went on to sing "All by Myself". Badfinger was the first band signed to Apple, the label founded by The Beatles."

"Sounds cool," Liz smiled. "Anything you would suggest I might like?"

Peter stared at her for a moment. "Try "Thirteen" by Big Star. That song gets everyone."

Liz nodded. "I'll have to do that when I get home," she paused for a minute. "You know, Petey, you're a lot more interesting than I originally thought."

Peter chuckled. "Thanks... I think."

"I'm serious. If you showed the kids at school this side of you, I bet you'd be popular before you knew it. Maybe even get yourself a girlfriend."

"Yeah, I'll steal Sally from Rand. She'd look really nice hanging off my worn out jacket."

"Not Sally. I love her, but she's a bit too flighty for you. Honestly, Rand must have the patience of a saint."

"Or the head is phenomenal," replied Peter in a flat tone.

"Peter, that's disgusting!" Liz said through her own peals of laughter.

Chuckling still, Liz looked down at her watch. "Hey, it's five. I'm gonna get out of here, but I'll see you tomorrow at school?" she added, with what seemed to Peter to be a hopeful inflection in her voice.

"Yeah, I'll see you tomorrow. At school and after if you want. We have to get you ready for this bio quiz on Friday."

"Bio quiz during the day and the dance at night. Friday's gonna be interesting at least. You going with anyone?"

Peter scratched the back of his head. "My aunt wants to set me up with Mary Jane Watson. She's moving in with our neighbor on Friday and transferring in to Midtown on Monday. Apparently, she's a really sweet girl."

Liz scowled. "You know what sweet girl is code for, right?"

"Yeah, a wildebeest."

Liz smiled. "Who knows, maybe she'll be a hottie and all the other girls will be wondering how Petey Parker managed to land such a knockout. It could raise your rep."

"And if she isn't?"

"Then find me for a dance when Flash is in the bathroom and I'll help you plan your escape."

"You'd be seen dancing with me in public?"

Liz stood up from the table, swing her back pack over her shoulder. "I can't believe I'm saying this, but I'd like to hang out Petey. I think I could use more friends like you in my life. Bye."

Peter nodded as she walked away, waving slightly with a blank smile on his face. He sat there for a few more minutes, until the buzzing of his phone broke his revery and brought him back to reality.

"Hello?" He answered.

"Parker! Get your butt down here with those pictures you owe me for tomorrow's paper or find a different paper to sell your crap to! You have ten minutes!" Jameson's irate voice came through from the other end.

Peter sighed. "On my way Mr. Jameson."

…

Peter entered the Bugle, tripping into rushing Ned Leeds as he did. Both of them tumbled to the ground in loud bump that caught the attention of the rest of the staff. Peter was the first of the two to get up, cracking his neck and shoulders to work out his new kinks.

"Sorry Ned! Jameson wanted me here five minutes ago. In a bit of a rush," Peter said, grabbing Ned's hand and pulling him up.

"No problem Pete. I think the same thing would happen to me."

Peter reached down and grabbed Ned's notebook, handing it to the man who hastily snatched it back with a mumbled thanks.

"New story Ned?"

"Yeah, something like that. I gotta run. See ya around, kid."

With a wave of his hand, Ned rushed past a confused Peter and out the door.

"I wouldn't worry about it Peter, he gets that way whenever he's chasing down some new story. We stopped questioning it when he started bringing in Pulitzers. Jameson figures he can act as odd as he wants if he keeps beating the Times and the Post to the best stories in town," Robbie said from behind Peter. "J.J. heard the commotion and figured it was you. He sent me out to grab you and your pictures for print."

Peter nodded. "Thanks Robbie. I've just never seen Ned act so anxiously before. He's usually so laid back."

"You know the types that are really good at their jobs are always a bit off. I hear there's some science prodigy over at North Salem who does his best work in acrobatic poses or something."

"Yeah, I heard about that too. Henry McCoy. He's the one who beat me out in the state wide science fair last year. I didn't get a chance to talk to him or anything, but his work was really impressive."

"To hear my son speak about it, I wouldn't think anyone was more gifted in science than you Peter."

Peter shrugged. "There are a few."

"Well, I'm not going to keep you any longer. Go give your pictures to Jameson so we can all get out of here."

Peter passed by Robbie, receiving a friendly clap on the back, and walked quickly to Betty's desk at the back of the room. She was sitting there, filing her nails, with an irritated scowl on her face when he approached. "Thank God you finally made it. Jameson won't let any of leave until he gets your pictures and I have a date tonight."

"Yeah, sorry about that. I was across town at a tutoring session that ran a bit longer than I thought it would," Peter responded. Despite his best efforts, he couldn't help the smile that crossed his face at the thought of the conversation he had been having with Liz.

"And who's the girl?" Betty asked with a knowing smile.

"Who says there's a girl?"

"That dopey grin you're wearing."

"She's just a friend. Well, maybe a friend... now. It's weird," Peter acquiesced, sheepishly rubbing the back of his neck.

"It always is at your age. But, go in and see Jameson. I think any longer and he may have a coronary."

"Fair enough, have a good day Betty."

"You too Pete."

Peter opened the door to Jameson's office and stepped inside, wincing slightly at the withering gaze leveled at him immediately.

"Parker, about time! You better have some pictures of that criminal for tomorrow's paper or you'll be out of a job!"

"Technically, I'm freelance Mr. Jameson. I don't have an actual job here."

"Not the point kid. Just pass me the damn pictures and keep your trap shut," he responded, scanning the pictures that Peter hastily put on his desk. "Crap, crap, this isn't bad. Tell Robbie to run this picture with the headline 'Spider-Man: Fiend or Foe'. That ought to be good enough for the top spot this week."

The door to Jameson's office slammed open and Robbie rushed in, eyes wide and panting. "Sorry to interrupt guys, but there's something big going on downtown."

"Like Avengers big? Because that would be pretty awesome, not gonna lie," Peter responded.

"I don't know. Leeds called, said something about a man in a fishbowl calling out Spider-Man."

"A fishbowl? What is with the freaks in this city? Why doesn't anyone just wear a ski mask anymore? Well, don't just stand their Parker," Jameson snarled. "Get down there and get some pictures. With any luck, you'll snap a shot of that criminal Spider-Man and his partner committing a crime."

Peter nodded. "Will do Mr. Jameson."

…

Upon arriving home, Liz sat down at her desk, turned on her laptop, and searched for the song that Peter had mentioned earlier. She didn't quite understand why she felt compelled to listen to the song Peter had suggested, or why she even asked in the first place. Normally, she would have blown off any suggestion by a geek and it wasn't like Peter held any significance in her life. Hell, until three weeks ago she didn't think she had even spoken more than a sentence to Peter in her entire life. And she was pretty sure that sentence was insulting.

But she had gotten to know Peter in their study session and she really did want to become his friend. He was clever and funny and a much better listener than either Flash or Sally. And it didn't seem as if he was caught up in the popularity game that the rest of them suffered through. Maybe it was because he was so unpopular that it didn't matter to him what the latest trends or fashions were. Even in his likes or his taste in music, Peter was uniquely his own person. Liz knew that was a rare trait amongst humanity, let around in a high school student.

Throwing her headphones on, she payed the song and tried to allow the music to overtake her. A simple, repeating acoustic open before the lyrics kicked in.

 _"Won't you let me walk you home from school?  
Won't you let me meet you at the pool?  
Maybe Friday I can  
Get tickets for the dance  
And I'll take you,_

 _Won't you tell your dad get off my back?_  
 _Tell him what we said 'bout Paint It Black_  
 _Rock and roll is here to stay_  
 _Come inside where it's okay_  
 _And I'll shake you,"_

She was surprised that she hadn't heard this song before and stunned at how good it was. It made her feel as through she was listening to a teenager pour his heart out to his girlfriend. But it was also very sad. There was something painfully primal about the way he sang and Liz could feel her heart breaking with each verse. She wondered briefly why Peter would suggest this song for her, but more so what he would be doing while listening to it. Was it simple background noise while he was working on homework? Or was there something deeper? Maybe it reminded him of a past crush or a girl he had known in middle school.

Whatever the reason, she was glad she had listened to the song and more determined than ever to discover more about Peter Parker. If only to discover the reason why her heart beat dull whenever she pictured his face.

End of Chapter Six

Not much to say about this chapter, except that I finally got to write a chapter dealing with a bit of Liz's perspective. If anyone hasn't listened to "Thirteen" I would highly recommend it.


	7. Chapter 7

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man or Disney's Haunted Mansion ride.

Chapter Seven

Peter was quite glad for his webs at the moment, not only because he could avoid the panicked rush away from the crime scene, but he could get an aerial view of the conflict before he got there. Settling down onto a roof over looking the scene, he was able to place his camera in a good position to get some pictures and survey the area. He was glad for the aerial view, because this may have been one of the strangest things he had ever seen.

New York was a hub for the weird, Peter noted, but this quite honestly took him by surprise. He had seen alien attacks, mole people, and a giant rage monster, but this was strange. Standing in the middle of Time Square, laughing manically, was man in a black tuxedo, red cape, and what seemed to be a fish bowl on his head. Ignoring the practical reasons, or lack thereof, of the fishbowl, Peter approached the man.

The figure had a large section of Time Square to himself as the police had sectioned off the area, but were keeping a safe distance. The figure, seemingly unperturbed, conducted his arms in a strange fashion and seemed to be muttering to himself. Above, in the sky and circling the area, were what appeared to be dragons or wyverns.

"Dragons, really?" Peter gaped. "And the Avengers are where exactly? Nowhere, right. Just leave it up to Spider-Man, he can handle the freaking fantasy creatures by himself. No biggie."

Steeling his nerves and reminding himself that he was supposed to be a super hero, Peter leapt down from his position on the roof and swung forward into the sectioned area.

"So, I gotta ask. The fishbowl, is it functional or just stylish?" he asked, landing in front of the figure in a crouch. "Because I have to say, it's throwing me of a bit and I really don't know how seriously I should take you. Is this a crime or do you just really want someone to compliment your wardrobe?"

"Ah, Spider-Man, you gift for witty banter proceeds you. Mysterio is glad you accepted his challenge. This way, the entirety of New York can se what will happen to those who oppose Mysterio."

"Look, uh... Mysterio, we just met. I haven't opposed you or anything really."

"Mysterio knows that you fool, but it is your destiny. You are a hero and Mysterio is a villain. A villain who will cement his legacy by killing you for all of New York to see. You may be powerful Spider-Man, but you are nothing against the master of the arcane arts," Mysterio replied with a flourish of his arms, sparks shooting forward from the white gloves he was wearing.

"Master of the arcane arts?" Peter questioned, raising an eyebrow. "It seems to me that Mysterio is only a master of talking in the third-person."

"A non-believer," sighed Mysterio in a dramatic fashion. "Very well, Mysterio knows how to deal with those. You will believe when Mysterio has drained every pint of blood from your body."

Mysterio conducted his arms in a circular motion above his head, chanting as he did so. "Fatigo!"

As soon as Mysterio said the word, Peter felt dizzy. The world around him spun and his head throbbed. Suddenly, he felt the energy drain from his body and he dropped hard to his knees, yet he didn't feel the scrape against the pavement. In fact, he didn't feel anything at all.

"Okay, was not expecting some mystical whammy. That's new," he groaned, though he could barely hear himself. Slowly, his sense of touch returned, but the world still spun.

Mysterio thrust his arms forward. "Serpens!"

A cloud of black smoke surrounded Mysterio, cloaking him for a moment. When it cleared, a large boa constrictor was slithering forward from his position. Struggling, Peter managed to get to his feat and assess the situation.

"And he's a Parselmouth... great," Peter grumbled, eyeing the serpent as it advanced. Peter could feel the strength slowly returning to his body and prepared to dodge the serpent as it attacked. Just as he jumped, the serpent did as well, passing harmlessly through Peter, who turned around to make sense of what happened.

"An illusion?" he queried, whipping back around only to come face-to-face with Mysterio who had covered the distance between them faster than Peter expected.

"That's right, you fool," Mysterio responded cocking a fist back and smashing said fist into Peter's temple, sending a disoriented Peter tumbling across the ground.

Landing in a heap ten or so feet away from Mysterio, another "fatigo" kept him pinned to the ground on his stomach in agony.

" _I don't get it, my Spider-Sense should be alerting me to when he plans on attacking, but since his first whammy it feels as if it's been shut off. Actually, it feels like all my senses have been jarred. Whenever he uses that... whatever it is, I lose all my senses for a minute."_

"You know, Spider-Man, Mysterio was expecting a much better fight from you. You may have the advantage when fighting simple thugs, but a master of the arcane arts is out of your depth it seems," Mysterio gloated, kicking Peter in the ribs hard enough that he flipped Peter over onto his back.

Mysterio pressed his advantage kicking Peter again, laughing manically as the young hero skidded across the pavement and landed with a satisfying thump a few more feet away. He followed up with a few blows to Peter's ribs, each landing with a sickening crunch and a groan admitted.

"This is Mysterio's greatest work yet. Look on New York and witness the death of this hero. Only then shall you understand the greatness of Mysterio!" He yelled into the sky with a gleeful passion, stoping only to see Peter struggling to get up again.

"No more shall you rise Spider-Man. Mysterio shall make sure this simple slab of pavement serves not only as your tombstone, but as a monument to Mysterio, soon to be king of New York!"

With all his remaining strength, Peter caught Mysterio's foot as it came racing toward his chest. Grunting with exertion, he threw the villain backwards enough to make it back to his feet.

Cracking his neck, Peter could once again feel his senses returning to normal and the full amount of his prodigious strength return. "Round two then?"

...

Ned Leeds hadn't planned on being near Time Square that evening. In fact, he never wished to be near Time Square if he could avoid it. It was always crowded and packed with tourists and, quite frankly, made his job almost impossible. Ned lived under the idea that a reporter should be able to move in and out freely, without being seen if possible. It was how he was able to uncover his greatest stories and, in all honestly, probably how he was able to win his Pulitzer.

But even though he had clout now with Jameson and the ability to chase whatever story he wanted, some things demanded Jameson's attention and that meant Ned's as well. And a superhero slugfest in the middle of the city demanded Jameson's attention. The fact that it dealt with Spider-Man... well, Ned was surprised the entire staff of the Bugle wasn't down here.

But even if Ned's interest was piqued seeing Spider-Man face off against someone other than a street thug for the first time, he had more pressing concerns to deal with. This was the sort of situation that derailed any serious investigation into the most dangerous aspects of New York. Sure, it was flashy and fun, but even the dumbest criminals were opportunistic and were not willing to let this situation pass without making their move. And that worried Ned.

Every time the Avengers fought some intergalactic threat, the crime bosses in the city were free to make whatever move best fit their interest. They didn't need to stick to Hell's Kitchen or the seedier parts of town, they could move with impunity in the Upper East Side if they wanted. And they did. They knew that Daredevil wouldn't be bothered with some super villain menace and would instead be focused on the gang movement. And even though Ned hated the Punisher, he was useful in curbing actual crime as well. If only for the fear factor. Ned had the same hope for Spider-Man. When he first appeared over the summer, he was dedicated to stopping street crime. But now, if he's getting entangled with the super villain community, the actual citizens of New York lose another hero.

It wasn't as if Ned didn't understand the need to fight these ultimate menaces. Nor did he think the Avengers were a waste of time. But stopping planet-sized threats was not an everyday issue. And during their rest couldn't they take a look at the street crime in the city? Ned doubted very much that a stick-up artist would dare to make any further move when confronted by Captain America.

The reason Ned was out tonight, though, could not have less to do with Spider-Man fighting some magician in what appeared to be a fishbowl helmet. He was on the trail of the elusive crime boss Tombstone, the only boss since Silvermane himself to rival the Kingpin for power in New York. Ned didn't have all the answers yet, but he was getting close.

This Tombstone came out of nowhere, suddenly rising to the forefront of the criminal world in New York and had already disrupted a few of the Kingpin's dealings. He seemed to be ruthless and acted with a bit more impunity than the Kingpin ever would. This was both a good thing and a bad thing to Ned. On the plus side, it would make Ned's job a lot easier. It was a testament to the abilities of the Kingpin that nobody had even seen his face in the ten or so years he had been active. Hell, not many people even knew he existed. He was a bigger urban legend than Daredevil or the Punisher. If this Tombstone is willing to be more public in his actions, then Ned will have an easier time tracing him. But, on the other hand, it ay mean that Tombstone simply doesn't care if anyone finds out who he is or what his motives are. A man with that little to lose was always dangerous.

Ned's phone rang suddenly, and he sighed, immediately knowing who was on the other line.

"Yeah boss?" he answered.

"Are you down there yet Leeds?" yelled Jameson, forcing Ned to move the phone a few inches away from his ear.

"Yeah, I'm here. But I really think this could be handled by anybody. Send a stringer J.J. I'm working on a bigger story."

"Are you my best reporter or not?"

"Yes, boss."

"Then do your job or go apply for something down at the Bulletin. I'm sure Urich is close to death and Ellison would need a new investigative journalist."

"Anything else, boss?"

"While you're down there find Parker. He takes good pictures, but I don't want him near anything too dangerous. He's still just a kid."

"Will do."

Well, Jameson had a point. As long as he was forced down here he wold do his job and, hopefully, find Peter before he got in any sort of trouble. Most of the staff at the Bugle were convinced the kid was gonna get himself into trouble trying to get these pictures.

He pushed his way through the crowd, trained eyes surveying the details around him. He could make out the figure of Spider-Man being knocked down and cringed for a minute. Just because he felt these battles often took away from the serious work, he didn't wish ill toward Spider-Man. Jameson may have thought the hero a loose cannon, but Ned would easily prefer Spider-Man victorious over this megalomaniac.

But the question still remained as he watched the fight: Where was Parker? From what Robbie had said about the kid he was quite intelligent. Therefore, it was unlikely that Parker had gotten close enough to the fight to be injured. But he couldn't shake the idea that something bad may have happened.

Skulking through the outskirts of a rapidly-forming police line looking for a teenager was becoming Ned's least favorite activity. After twenty minutes of searching fruitlessly, he was ready to give up when a flash of light went off above his head. Normal people, those who hadn't spent the last ten years in the journalism industry, would probably not have noticed. But for Ned, it might as well have been a beacon calling out to him. He glanced upward in the direction of the light, realizing it must have come from a rooftop. He had to give Parker more credit, that was a great place to get some shots.

Finding an access point wasn't difficult, there was a fire escape just off the side of the building, but getting up the fire escape proved to be more of a challenge then Ned would have thought. For starters, the stairs to the escape were at least ten feet off the ground and not in the best condition. When he was finally able to hoist himself up, using a nearby garbage bin as leverage, he had to be incredibly careful not to misplace one of his feet and fall through a crack on the dilapidated escape.

"Parker must be a freaking' acrobat or something," he grumbled after reaching the highest point on the fire escape and still finding he had to jump to reach the ledge of the roof.

When he was finally done shimmying his way onto the roof, and swearing he would renew his gym membership, he was surprised to see Parker nowhere in sight. Looking around the roof, he quickly realized that Parker couldn't have been roof hopping, most of buildings in the area were newer and separated by billboards or skyscrapers. In fact, he may have done some damage himself to the theater he was on top of during his climb.

Glancing around again, he was able to catch another flash going off at the edge of the roof. Quickly moving over, he found Parker's camera incased in what looked to be Spider-Man's webbing.

Removing his phone from his jacket, Ned snapped a few pictures of the camera and walked away. This would require some more investigation, but, for now at least, he needed to finish this piece on Spider-Man and this new foe.

…

Peter assessed the villain in front of him. He hadn't yet figured out how Mysterio was able to disorient all his senses, but he was working on a plan. But, for starters, he needed to move the arena for their fight. There were two many people around and there was too much traffic for have of his usual moved to be successful. Plus, if he could put some distance between himself and Mysterio and get some more time to think that would be wonderful.

"Hey, Crystal Ball," he shouted firing a web off into the distance. "What do you say we take this dance someplace a bit more private?"

Peter swung away, turning his head enough to see if Mysterio was going to give chase. And, to his immense displeasure, Mysterio began laughing.

"As you wish Spider-Man. I will simply have to bring your corpse back here when I am done with it."

With those words, Mysterio pointed his hands toward the ground and clenched his fists, a white cloud forming around his feat as he levitated off the ground and followed after Peter.

Peter picked up the pace as he swung, hoping to get a good distance away from the crowd and give himself even a moment to think clearly.

"And of course he can fly," Peter sighed. "This is not my day."

As he moved through the town, Peter spotted a decent enough roof to land on and wait for Mysterio, his mind rapidly going through the highlights of the fight so far.

"Whenever he uses one of his spells, he makes some sort of hand movement. I bet if I can web up his hands, I can buy myself some time to figure out how to best his mystic powers. "

Peter landed on the roof and turned to face his enemy, who followed suit shortly after.

" _Okay, Parker. You've got one possible shot at this. The moment he raises his hand to do something, anything, shoot some webs. If I can aim this correctly I can pin his arms down and hopefully end this quick. Once his arms are taken out of the picture, I should be able to wrap him up just like any other criminal I've run up against. Best to be thorough though. This guys is gunning for my life. I can always make more webs."_

"Will this be the place where Spider-Man finds his death at the hands of Mysterio?"

"Honestly, it just felt like a good place to see the city. But, sure, if you want... I guess," Peter shrugged.

"Enough talk, hero. This fight begins anew," Mysterio proclaimed.

As Mysterio raised his hands in the air, to begin another attack, Peter made his move. He shot himself forward in a dead sprint, pushing himself faster than he had ever ran before and shot forward two webs. The webs connected with Mysterio's arms and Peter smirked, a success. Mysterio tried to raise his arms, but couldn't budge the more than the few centimeters Peter's webbing allowed.

"What is this vile trick you have played on Mysterio?"

"Nothing but a taste of my amazing spider powers. Neat, huh?"

Peter shot more webs forward, doubling down on the pressure on Mysterio's arms. For an added benefit, he covered his hands in webs as well. As Peter wasn't still sure what caused Mysterio's powers, he wasn't going to take any chances.

"For my next trick, I shall make Mysterio's magic no more," Peter chortled, putting on an exaggerated stage voice to further mock his opponent.

Peter moved in, sticking himself to Mysterio with three more webs. As he clung to the villain, he used his superior agility to circle Mysterio's body, covering him head to toe in webbing. Once done, Peter dislodged himself from Mysterio and jumped back to admire his handy work.

"Now, I gotta say the webbing helps with the whole fishbowl thing. I think it gives you more of a Madame Leota vibe. Come on now, repeat after me: _Serpents and spiders, tail of a rat; call in the spirits, wherever they're at._ "

Peter waited for a moment, and when Mysterio didn't respond, he sighed. "You know, it's no fun when you don't play along. Do you want me to repeat the words again?"

In response, Mysterio just chuckled. "Mysterio may have underestimated you Spider-Man. These webs of yours are quite vexing to Mysterio, but not the debilitating problem you imagined."

Peter tensed. "Yeah? Why's that?"

"It's quite simple, really, for one of Mysterio's talent to cast spells without the movement of his arms. For example: fatigo!"

Again, Peter felt the drain on his senses and his energy. He dropped down to one knee and stared up at the villain.

" _Just what do I have to do to this guy?"_

"But, alas, it also seems as if Mysterio cannot break free of your webbing. Quite an impasse."

Both Peter and Mysterio stared at each other for a few solid moments, neither able to break the other's actions. Though Peter could feel his strength returning, he was hesitant to attack if he was only going to be drained again.

"The classic stalemate. You have proven yourself more of a foe to Mysterio than Mysterio would have figured and, on that, you should be congratulated. As it stands now, Mysterio will not grant your death today. It shall come after Mysterio knows all of your weaknesses. Goodbye, for now Spider-Man!"

A white mist formed from under Mysterio, soon clouding Peter's vision, dispersing only when it was apparent that the villain was gone.

Peter pulled himself up off his knees and slowly made his way to the edge of the roof. As he expected, there wasn't a trace of the villain anywhere.

One question was prevalent in Peter's mind as he surveyed the New York skyline: Why him?

…

Quentin Beck sat at the worn down bench Phineas preferred to work from with a scowl on his face, allowing the older man to tear the webs away from his costume.

"Whoever this Spider-Man is, I have to give him credit. He has a great scientific mind. This webbing is pure genius."

"As nice it is know my enemy's scientific aptitude, Phineas, I was embarrassed out there today," Quentin grumbled, crossing his now free arms in annoyance.

"But you said that Spider-Man couldn't do anything against the gasses I put in your costume."

Quentin huffed. "He came awfully close to figuring out how it worked. Or, by accident, knew to go after my hands."

Phineas leveled an even stare at Quentin. "Maybe if you weren't so insistent on waving your arms around like a magician, then he wouldn't have picked anything up about your hands. But judging from where he aimed his webs, I'd say were safe for now. I very much doubt that he has any idea how my tech works, let alone where you control it from."

For emphasis, Phineas turned one of his gloves over showing Quentin the various controls on the palm of the white garment.

"My tech is brilliant. Any flaw today was in your execution."

Quentin nodded. "I have to admit, I believe you are right. If that is the case, then I will simply have to step up my game. Mysterio will return and, this time, finish off Spider-Man for good."

…

It had been a couple of days since Peter had fought Mysterio. And in that time, the villain hadn't been far from his mind. Too many chance occurrences were never random in Peter's opinion. He had to have been targeted. But, by who?

To the best of Peter's knowledge, he had not crossed anybody overtly powerful. Not for lack of trying, of course, but the only crime he seemed to find was of the street variety. Smaller robberies or grand theft auto were not the usual activities of some of the bigger players in the criminal underworld. At least not that he knew of. Was it possible that he pissed off a crime boss? Of course.

Another possibility was that Mysterio was working for a more powerful super villain. This was a long shot. Mysterio was directly targeting Peter and Peter had no dealings with any of the super criminals in the world. If Mysterio was working for one of those types of people, he would have probably been after the Avengers. Peter was not an Avenger.

The final possibility was Mysterio was simply a new player who wanted attention. This possibility worried Peter the most. A new player meant a shift in the delicate balance of power in the city. That could spell disaster.

Not one of these scenarios pleased Peter. The next time he went up against Mysterio he would have to be prepared. And that meant he would have to remember each and every moment of his fight with Mysterio and try to discern a weakness. But he couldn't do it tonight.

No, tonight was Homecoming and he had a date. After much cajoling, Aunt May had finally convinced Peter to call Mary Jane and ask her to the dance. To his immense surprise, she agreed rather readily and was set to be here in an hour. Harry, Eddie, and their dates would be arriving shortly before that with the limo that Harry had gotten for the occasion. Peter was surprised that Norman Osborn had forked over the cash for the event, but Harry had made it known that this date could not go badly or there would be trouble in the Osborn house.

Peter turned to the mirror and began to adjust the tie he was wearing. It was his uncle's from the eighties, but the skinny design worked well with Peter's style. He had his normally unkempt hair fixed somewhat and his glasses were polished. On the whole, Peter thought he looked good, but he knew he would expect some sort of crack from Eddie about what a hipster he looked like.

"Peter!" Aunt May called. "Harry, Eddie, and the girls are here!"

Throwing his suit jacket over his shoulder, Peter left his room and descended down the stairs.

"Even in a suit, you still manage to look like a hipster Pete," Eddie said with a friendly chuckle.

"At least I don't my date to make me look good Brock," Peter responded. "How are you Felicia?"

"I'm doing well Peter, thank you for asking," she responded a bit more stiffly than Eddie would have liked. But Peter understood, the two of them had never really gotten along. But he was honest, at least, she did look incredible.

It was often noted that Felicia was the best looking girl at school and tonight may have proved why. She wore a short, sequined green dress that matched her eyes to the shade and black high heels. Her blonde hair was done up with impeccable precision. In essence, no part of her was out of place. The quintessential, rich cheerleader.

Eddie on the other hand, looked far from kept. He had his jacket swung over his shoulder like Peter, but that was where the resemblance ended. His white shirt was a bit wrinkled and his bow tie was undone and resting casually under his collar. In effect, it looked as though Eddie had already left the dance they were about to attend. Wouldn't stop him from winning Homecoming King though. He and Felicia were practically guaranteed the victory.

"Hey Pete," Harry called nervously from the couch. He was wringing his hands together and Peter could tell he was sweating from a few feet away. Even decked out in a suit Peter swore cost more than his rent, Harry still didn't have any confidence to him. Though, to be fair, that could be because of the girl sitting next to him.

She was pretty, but intimidating, Peter noted. Her chestnut brown hair was up in a loose ponytail and she wore a bored expression on her face. The dress she wore was in two pieces, purple, and exposing a bit of her midriff. It probably did't help that she hand't taken her eyes off her phone since Peter came downstairs.

"Hey Harry," Peter responded with a nod. "And Kate, right?"

She looked up at him briefly. "Yeah."

"And you said this wasn't going to be awkward Eddie," Peter claimed with a chuckle.

The tension in the room seemed broken as Eddie and Harry both broke out laughing at Peter's joke, while even Felicia chuckled a bit. Kate just looked annoyed.

"Yeah," she said. "Not awkward at all."

Peter turned his attention back to her. "What are you in to Kate?"

"Archery."

"As a way to get exercise, right?"

"No, as a way to stop criminals," she replied in a deadpan voice.

"Seems safe," Peter responded in the same tone. The girl may be sarcastic, but he was the master and was not about to be outdone.

To his surprise, she smiled a bit. "I like your friend, Osborn, he's funny."

Harry seemed startled that she was even speaking to him. "Uh... yeah, Pete's a riot."

The five teens fell into a somewhat comfortable silence for a moment, until the doorbell rang.

"Peter, go answer the door for Mary Jane," Aunt May called from the kitchen.

Ignoring the 'moo' that he was sure came from Eddie, Peter walked quickly to the door reminding himself that this was only one date. Even if the girl was a total cow, he would still be a gentleman and treat her with respect. There was no reason to potentially cause a problem between Aunt May and Anna Watson because of his behavior. And, if he really didn't like her, they could always be friends. Peter was always looking for more friends.

Peter opened the door and was simply shocked by what he saw.

On her feet were a pair of Converse high tops, that connected to long and slender legs. Those legs led up to a sinfully short, black dress that seemed to enhance every amazing curve of her body. Her hair was cut short in a pixie style and a fiery red. But what struck Peter the most was her face. In his, admittedly short, life, he had never seen such a beautiful girl. From her sea foam green eyes to her angular features, she was nothing short of model material.

"Uh... hi, Ma-Mary Jane?"

"Face it Tiger," she smirked. "You just hit the jackpot."

End of Chapter Seven

A/N: So, the fated appearance of May Jane. I hope she lived up to everyone's expectations. And, I hope the fight with Mysterio wasn't too bad. Next chapter will focus on the dance. Until then.


	8. Chapter 8

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man.

Chapter Eight

"Holy Shit," Eddie said flatly for what had to be the third time in the last five minutes.

"I know," Peter sighed.

"Holy shit," Harry echoed.

"I know."

He, Eddie, and Harry had done nothing more than simply stare at Mary Jane since she entered the house. The limo would arriving in a few minutes and the girls were introducing themselves. Though it looked vaguely like Felicia wanted to strangle Mary Jane. Kate just looked bored.

"But, Holy Shit," Eddie said again. "That's the girl your aunt was talking about. The sweet one?"

"Yep."

"No sweet girl in the history of the planet has ever looked like that," Eddie continued, emphasizing that with a wave of his hand.

Peter had to admit, Eddie had a point. It just seemed that there was something almost immaculate about her beauty, but in an approachable way. Peter had never been confident around pretty girls. He was the school nerd after all. But unlike Liz, or Felicia, or Sally, Peter felt as though he could talk to Mary Jane easily. And, to tell the truth, he liked that quality. For the first time in weeks, Peter was looking forward to this dance. If only to unravel more about Mary Jane. All he could tell for the moment was they had similar taste in shoes; he too was wearing high tops.

"Seriously Pete, don't screw this one up. I don't think you'll ever get a shot with a girl that looks like that again," Harry chimed in. "Certainly beats my date."

Peter rolled his eyes. "Kate's really pretty, what are you talking about?"

It was true, Kate was stunning. She may not have Mary Jane beat, Peter couldn't honestly think of anyone he knew who did, but she wasn't unattractive.

"No, I know she's pretty. Just uninterested."

Peter had to nod. Since he had met Kate, she had nothing but stare at her phone. And Harry wasn't the best conversationalist at his most at ease. This could be a very long night for the both of them.

"Well, whatever, just talk to her Osborn. You never know," Eddie said with a smirk.

A honking outside alerted the three boys to the arrival of the limo. All the teens made their way out of the house, but Peter stopped in the kitchen to say goodbye to Aunt May first.

"I'm leaving now Aunt May."

She turned to look at her nephew with a smile, her eyes slightly misted over. "You look so much like your uncle in that suit Peter. It really looks nice on you."

"Thank you Aunt May."

"I'm truly sorry that he and your parents aren't around for this moment. They would have all been so proud of the young man you're growing into. I couldn't be more proud of you Peter."

"What do you think Uncle Ben would be saying right now?" Peter asked in a small voice. His uncle hadn't been a topic they discussed much. Even months later, the pain was still fresh in their minds. As much as Peter had wanted to talk about his uncle and the feelings he had about what occurred, he couldn't ever find the words to express this to his aunt. He was sure that whatever he was feeling, his aunt was feeling tenfold.

"Probably teasing you about Mary Jane. She's really pretty, don't you think?"

Peter could tell she was dodging the subject of Uncle Ben, but he played along. He wasn't going to ruin her mood tonight. "She is really pretty. I'm sorry I was so hostile to you about taking her."

"You're growing up Peter, it's natural that you'd be embarrassed about girls. Especially girls your aunt wanted you to date. Don't think too much more about it."

Aunt May turned toward the kitchen table and grabbed her pocket book, quickly pulling a few twenties from the contents and shoving them into Peter's hands.

"Aunt May," he protested. "I can't take this. I have a job and my own money."

"Nonsense Peter, a hundred dollars isn't going to bankrupt us. And I want you to have a good time. I'm going over to Anna's for the evening and I probably won't be back until morning. That money is both for fun and emergencies."

"Yes, ma'am," Peter responded with a smirk.

A playful look covered his aunt's face and she swatted his arm playfully. "Enough of that, I'm not nearly old enough that I should be called ma'am. Be responsible tonight, Peter. Just because I'm gone it's no excuse to do something you'll regret tomorrow."

"I wouldn't dream of it Aunt May."

"I know you wouldn't, you're a good boy." She reached forward and ruffled his hair a bit. "There, now you have a bit of style to you. She'll be all over you. Have fun tonight Peter, you deserve it. Go on now, your date is probably tired of waiting."

…

Liz felt wonderful in her gold dress. She even felt better about persuading Flash to wear a gold tie. It was, of course, to show their status as the next power couple. This year's King and Queen were a lock. Everybody with a bit of common sense knew that Eddie and Felicia would win. But Liz wanted to make an impression now for next year when Eddie and Felicia were gone. Midtown hadn't had back-to-back King and Queen in their entire history. Liz was in the perfect position to do just that her junior and senior years.

She spared a quick glance over at Sally who was taking animatedly to Rand, both decked out in silver. Good, she knew her place already. It would make next year's competition that much easier. In his defense, Rand seemed to be following every other word Sally said. Sally was a good friend at times, but Liz knew how grating she could be. Rand truly was a saint for putting up with her.

Flash's other close friend, Kenny "King" Kong, was standing by his long time crush Glory. It was almost comical to watch the large boy lamely try to ask the pretty, dark skinned, girl to dance. It was even funnier to listen to the excuses she would come up with or to see the pout that Kenny would put on when she said no.

She then turned to Flash. He was staring at something with a blank, gaping expression on his face.

 _"I think environmental might be too big a word for the quarterback to handle."_

She chuckled a bit at the memory. She didn't know why Peter's crack about Flash came to mind, but she was happy it did. Lately it seemed that she often turned to her brief moments with Peter when Flash was being dense or Sally was being exceptionally vapid. He usually had a quip or witty remark about the two she could call on for a quick laugh.

Though she was hesitant to admit it, both to herself and her friends, she was starting to like hanging out with Peter. There was just something so genuine about him. He wasn't trying to be popular or to be cool or to be one of the other labels the other kids, herself included, seemed focused on portraying. He was just himself. That kind of honesty was refreshing to someone like Liz who was surrounded daily by the masked elite as she had taken to privately calling them.

A few more weeks of his tutoring and maybe Liz would risk being seen with him at school. Who knows, maybe she could make him popular and then it would be socially acceptable to hang out daily. She had to think more on the subject, because she was really starting to enjoy her time around Peter.

"Holy shit," Flash muttered.

"I know man," Kenny responded.

"He's gotta be payin' her with somethin'," Sally cut in.

"Nah, maybe he's just that good. Nice work Parker," Rand admonished his girlfriend.

" _Parker?"_ Liz thought with a frown. _"Why are they talking about Peter?"_

Liz followed her boyfriend's eyes until she found the source of their confusion and her jaw dropped. Walking in on the arm of Peter was the most beautiful girl that Liz hand ever seen. Liz herself was no pushover in that department, but this girl was on an entirely different level. And unlike the haughtiness that Liz and Sally had perfected to hide their insecurities, this girl walked with a confidence that seemed out of place in high school.

For a brief moment, Liz saw red.

"Who is that with Petey? Does she even go here?" Liz demanded of her friends with a venom in her voice that surprised even her.

"Definitely not. Trust me, babe, I would have noticed," Flash responded, a lecherous look in his eye as he watched the girl and Peter walk over to the refreshment table.

Liz turned her withering glare on her boyfriend. "Oh, really?"

Flash backpedaled quickly, his arms raised in a comforting gesture. "She... uh... has nothing on you, babe."

Liz huffed. "You're damn right she doesn't."

"Still, how did Puny Parker manage to land himself a date, let alone such a hot one?" Sally questioned. "It goes against the social ordeal."

Liz was pretty sure that Sally meant to say 'social order' but didn't want to correct her. It would be too much of a hassle with this current problem on her hands. "I bet she's just using him for his brains. Probably to get a better grade in science or something. That's disgusting."

Liz was aware of the irony of her statement, but she just didn't care at the moment. Whoever this harlot was, she wasn't going to hurt Peter.

"Why do you care so much about some bitch and Pathetic Parker?" Sally asked. "You got a nerd crush or somethin' Liz?"

Liz froze up for a moment. Why did she care so much about Peter and his date? It wasn't like they were going out or anything. They were hardly even friends. She shouldn't care this much if he's with another girl.

"No reason," she sputtered out. "But if his dork relationship takes away from my tutoring, then we're gonna have a serious problem."

"You know, guys, maybe we should go over and introduce ourselves to her," Glory proposed. "She may be really nice."

"Yeah right, go be nice to the nerd squad? As if. I don't know how Eddie and Felicia can stand being around those freaks. Charity only goes so far," Sally snarled.

Liz shook her head. "No, Glory's right. We should go over and say hi."

When Flash and Sally looked at her as if she had grown a second head, Liz sighed. "Fine, I'll go alone if I have to."

"I'll come," Glory said.

"Me too," Rand nodded.

"But Rand," Sally whined. "You'll get loser germs all over your suit."

Rand scowled at her girlfriend. "You need to learn how to relax and have some fun. It's a dance, Parker's entitled to enjoy himself just as much as you are."

…

Peter and Mary Jane stood by the refreshment table, with their drinks and snacks, in a mostly comfortable silence. Still, Peter was itching to get to know Mary Jane.

"So," he began. "What do you think of the school so far?"

"The gym's really amazing," she replied with a smirk.

"Sorry, that was probably stupid."

"No, I did some research on the school and I really like the look of the theater program here."

"Well, you certainly have the look for it," Peter replied before he could stop himself.

Mary Jane smiled. "Look who became smooth all of a sudden."

"I'm sure it's a fluke. I can't talk to any girls, let alone those that look like you."

"All you need is some confidence Tiger. The way my aunt raves about you, I'm surprised you're not turning girls down everyday."

"I think Anna Watson and the girls of Midtown have vastly different ideas about what makes a good boyfriend," Peter chuckled. "No girls would notice me with guys like Eddie or Flash around."

Peter couldn't believe the frankness of the conversation he was having with Mary Jane. Normally, he kept his insecurities to himself... especially since becoming Spider-Man. But it appeared that his first instinct was correct, he really was comfortable around Mary Jane. There was just something so calming about her.

"Hey Petey, who's your friend?" Liz asked as she, Rand, and Glory approached.

"Hey guys, this is Mary Jane. She's transferring in on Monday. Mary Jane, these are Liz, Glory, and Rand."

"Hi," Mary Jane answered with a smile.

"So," Liz began with an edge in her voice. "How did you two meet?"

Peter was slightly taken back by the hostility he heard in Liz's voice, and a bit confused as well, but he answered as genuinely as he could. "Our aunts are good friends."

"You two have known each other a while then?"

"No, actually, we just met tonight. But Tiger here has already proven himself years ahead of the other boys I've known," responded Mary Jane with a smile in Liz's direction.

"Tiger, huh?" Rand chuckled.

"You don't think so? He's been nothing but assertive with me."

"The only thing Puny Parker can be assertive with is a textbook," Flash called as he made his way over. "Flash Thompson, at your service."

Mary Jane raised an eyebrow. "Mary Jane Watson."

"Parker's nothing more than a dork. You should come hang with us for the rest of the night."

Liz glared at her boyfriend.

"That's okay. I like hanging out with dorks. They have so much more to talk about than sports or how impressed they are with themselves. Come on Tiger, I think you owe me a dance."

"Sorry, Flash," Peter winked. "Must feel like an interception."

"It was nice meeting you all," Mary Jane waved as she dragged Peter out onto the dance floor.

Sufficiently away from the rest of the students, Peter found Mary Jane almost snuggled into his arms in the middle of the dance floor. Even without heels on, Mary Jane could stare directly into Peter's eyes, something the two of them had done since leaving the conversation.

"So," she began. "That was Flash, huh? Real charming."

Peter laughed. "I think his charisma stat is boosted whenever he wear his lettermen jacket. Otherwise, I'm out of ideas on why so many people seem to like him."

"And that Liz girl, they're dating?"

Peter rolled his eyes. "Also something I don't quite understand. She could do so much better than him. She is so much better than him."

"That and the fact that's she's into you," Mary Jane responded.

Peter shook his head. "I don't think so. We're barely friends, let alone anything else. Liz wouldn't give her status as royalty to be seen with someone like me."

"Trust me Tiger. Even if she hasn't realized it herself, she's into you. I know these things."

"Psychic, then?" Peter asked.

"No, I just have a really easy time reading people. Like you, for instance."

"What do you mean?"

"I mean Affection Street is two-way it seems."

Peter's eyes shot open in confusion. "Me... into Liz? Sure, she's pretty and I like her in the past, but I'm over that now."

"You're not gonna hurt my feelings if you admit it. There's something between the two of you."

Peter stared at Mary Jane for a moment, contemplating what she said. Like every other guy in his grade, he had a crush on Liz. Then he got a first hand account of how abrasive she could be and those feelings disappeared immediately. At the moment, he would call her a friend, but he doubted she felt the same way. Since their tutoring sessions began, he hadn't given much thought to Liz as more than just someone he was grudgingly helping pass Biology. Could it be more though?

Liz was pretty, funny, and surprisingly witty when she wanted to be. She was also much deeper then he was sure she wanted people to know. There was something about her that Peter couldn't quite put his finger on.

"I didn't mean for you to go catatonic on me. Don't think about it too hard, okay?" Mary Jane said with a smile, pulling Peter out of his reverie.

…

"I just don't know what Petey sees in her. Right?" Liz asked Sally.

Sally, in turn, just stared at her best friend in disbelief. "Are you kiddin'? She's way too good for Parker and the geek squad."

"Are we still talking about this? She obviously has brain damage if she'd rather spend time with Puny Parker over us," Flash said, waving his arm for emphasis and nearly splashing his punch on Liz.

"It's not like you were much help. I'm surprised you could talk with the way your tongue was dragging across the ground," Liz huffed, crossing her arms across her chest in annoyance.

First Peter and now Flash? She didn't know what it was about this girl that every guy seemed to fall over themselves. Flash she could understand. It wouldn't be the first time in his life that he was derailed by a pretty face. But she thought Peter would have more sense than that.

Sally's words from earlier were bugging her too. Why did she care who Peter was dating? There was nothing between her Peter. She had a boyfriend. And, even if she didn't, Peter Parker was hardly on her radar.

"So, why don't we just forget about Parker and his date and get out of her. The benefit of having a father who works at the Bugle, he's never home til late. Party anyone?" Rand asked, already shuffling Sally toward the back door.

"But what about the results?" Sally whined.

"It's a lock, right? Eddie and Felicia. No drama there."

Flash followed suit behind his friends. "Liz? Earth to Liz. You coming or not?"

Liz thought for a moment. While she might need to blow off some steam, she'd be tempted to analyze this situation more if she was with her friends. And she doubted alcohol would do much to keep her quiet. "No, you guys go ahead. I'm not in the mood for partying."

"You sure?"

"Yeah."

"Suit yourself. Hey, guys, wait up!" Flash called, running after his friends and leaving Liz standing by the refreshments alone.

Sighing, she made her way to the door and out of the dance.

…

"Don't look now, but your crush object just left without her boyfriend and she didn't seem happy," Mary Jane said.

Peter's eyes trained on the door until he too saw Liz leaving. "I wonder what happened."

"Find out."

"What?"

"Go after her," Mary Jane responded in a pointed voice. "I shouldn't need to spell every thing out for you Tiger."

"But I'm here with you. I'm not going to go chase after another girl."

Mary Jane smiled and kissed him on the cheek. "I appreciate it, Tiger, and I had fun tonight. But, I'm more of a solo act anyway. You owe it to yourself to see if there is anything between the two of you."

"But..."

"Go," Mary Jane said again, pushing him toward the door. "And good luck."

Smiling back at her, Peter made his way out of the dance into the rapidly cooling night. Pulling his jacket tighter, he looked around the parking lot of the school until he saw Liz sitting on the curb with her head in her hands.

"Liz, is everything okay?" he asked approaching the girl.

"Huh? Oh, Petey," she responded, looking up at him. "Not really. I forgot to charge my phone. I can't call a cab, Sally and Flash left, and my dad is away on business. I was supposed to stay with Sally tonight, but I bet she won't be leaving Rand's until the morning."

"Do you want me to call you a cab? I'll ride with you to the hotel and then go home myself."

"What about your date?"

"Mary Jane? She's more of a solo act. You didn't seem to like her very much."

Liz bit her bottom lip. "Sorry about that. I don't know what I was thinking tonight."

She paused for a minute. "You two aren't together?"

"No, I just met her a couple of hours ago. It's way too early for that."

"She's pretty though."

"Sure, but that isn't everything. So, can I call you a cab?"

"I guess. Go back to an empty hotel suite is better than nothing."

Peter pulled out bis phone and smiled. "You know what? I've got a better idea."

End of Chapter Eight

A/N: Here is the next chapter. I hope everyone liked it. Chapter Nine will feature the bio of Mary Jane. Until next time, peace. I realized that I uploaded my unedited draft. Sorry about the mistake. Hopefully this draft is better.


	9. Chapter 9

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man.

Chapter Nine

Peter opened the door to his house and stepped inside, ushering Liz forward with a wave of his hand.

"Are you sure this is okay? I mean... won't your aunt care that you have a girl over?" Liz asked, standing by the door.

She had to admit, this was not the way she expected to end the night. She had thought she would be with Flash and her friends, maybe slightly tipsy and plotting for her crown next year. Instead, she found herself stepping into Peter Parker's house just before midnight. Even a month ago, this development would have been laughable. But, Liz had to admit to herself, she enjoyed Peter's company. And, if she was honest, she didn't mind this turn of events.

"Nah... Aunt May won't even be home tonight. She's with Anna Watson," Peter shrugged.

"And what about your date? Won't she mind that you're ending the night with me?"

Peter chuckled. "I told you already. Mary Jane sees herself as a solo act. There is nothing between us."

Liz paused for a minute. Why did it feel like a weight had been lifted of her chest? She had a boyfriend, she shouldn't care if Peter was seeing that girl. Flash was the perfect boyfriend for her current position and was going to be the most popular boy in school come next year. She was in a position to be the most popular girl as well. It was natural for the two of them to be together.

But, lately, it seemed that every time Peter smiled her heart would skip a beat. She had written it off as merely being friends before, but none of her other friends had that effect on her. She didn't feel like swooning when talking to Rand or Kenny or even Eddie Brock.

Was there something more between her and Peter?

"Liz, you okay? " asked Peter, smiling as he broke the girl from her revery. "You spaced there for a minute. I thought that was my move."

"It's been a long night already," Liz sighed. "My brain's gone kinda funny."

"I know what you mean. It's been kind of a whirlwind."

"So, what did you have planned when you invited me over? You aren't going to take advantage of me in my weakened state, are you Mr. Parker?" Liz asked with a smile.

Peter rolled his eyes. "You saw through my diabolical plan."

"Well?"

"I don't know. I've got cards and board games. Or, we can just talk," Peter stated.

"You really didn't have anything planned?"

"Look. I just thought you might want to get away from everything. I wasn't thinking much farther than that."

"Thanks Petey, I appreciate it."

"It's no problem. You may not think so, but I do consider us friends Liz."

Friends. The word struck like hot iron through Liz's chest and she bit back a scowl. But, again, why did she care? She never wanted anything more than friendship from Peter. Hell, in the beginning, she didn't even want that. Peter was a loser. It was a simple fact. An arrogant science geek who hung around Harry Osborn, the single most socially awkward kid Liz had ever known. That fact that Eddie Brock liked Peter gave him some credit, but not enough for Liz to even consider being his friend under normal circumstances. If this were any other loser, she would have some biting retort to offer and send him fleeing. With a few simple words she could make sure that he never spoke another word in her presence, let alone to her. But she didn't want to do that Peter. When did it change?

Her first instinct was to blame it on the dance. Maybe she was just surprised he could land such a stunning date. But she didn't quite believe that to be her reasoning. Sure, Mary Jane was beautiful, but that wasn't why Liz hated seeing them together. Well, it wasn't the only reason Liz hated seeing them together. In the back of her mind, Liz knew that she would hate any girl Peter ended up at the dance with. Because... she wanted to go to the dance with Peter. Not Flash, Peter.

"Liz... Earth to Liz. You spaced out on me again," Peter smiled gently in her direction. "Are you sure you're okay?"

She nodded, smiling herself. "I guess I must be more tired than I thought. Is it alright if I just crash for the night?"

She wasn't very well going to tell Peter she wanted to be at the dance with him. She had much too much to figure out before she was ready to make any definitive statement on her feelings. She still didn't know if she was just infatuated with Peter or if she genuinely liked him. And she wasn't about to blow her relationship with the next king of the school to go out with Peter unless she knew her feelings were real. The point being, she had a slot to think about tonight and she needed to be alone to do so. Besides, it could all be for nothing. She had no idea how he felt about her. It would kill her rep, not to mention crush her heart, if it turned out he thought of her as only a friend.

"Yeah, give me one minute to clean my room up and then you can have the bed," Peter responded.

"I don't want to kick you out of your bed Petey, I can just head home."

"It's late Liz, I wouldn't let you go home at this hour. Besides, the couch down here pulls out and is actually pretty comfortable when you learn how to avoid the bar in the middle of it."

Peter smiled again and headed up stairs, leaving Liz to her thoughts.

…

"Okay Parker," Peter said to himself. "Liz is spending the night at your house. What have you gotten yourself in to this time?"

He had cleaned his room a bit, changed, and found something for Liz to sleep in. Now, he paced the floor of his bedroom in a panic as the reality of the situation set in.

There were days when Peter couldn't believe his luck. Granted, it was usually bad luck, but this was a nice change of pace. He had expected to end the night by dropping off Mary Jane next door and going home to sit in front of his computer until he felt tired. Instead, he prepared his bed for Liz Allan while he was going to sleep on his couch. Not the way he wanted the first time a girl stayed over to go, but he'd take it. Just the thought of Liz sleeping in his bed, even without him in it, made his heart beat faster.

Since the two of them had begun spending time together, Peter's attraction to Liz only began to grow. And it wasn't just some fleeting notion like before. Peter would admit to himself, and Eddie if pushed hard enough, that he found Liz hot. Hell, there wasn't a straight guy at the school who didn't. But it seemed different now. He felt compelled by her personality, the strength if her character and the passion she held for the topics that interested her. Liz was interesting and Peter was intrigued.

Even though his date was arguably prettier, Peter just didn't feel that spark of connection to Mary Jane as he did to Liz. And if he was being honest with himself, he would have preferred to have spent the first part of the night with Liz instead. But she had a boyfriend already. It wasn't like Peter was scared of Flash, not anymore at least, being Spider-Man took care of that. But Peter felt that it wasn't very honorable to try and steal another guy's girl, no matter how much of a jackass the other guy was. That was one of the biggest things Uncle Ben had taught him. You never want to be a home wrecker. So, Peter wouldn't try anything. If they broke up, and he waited a few weeks so he wouldn't be the dreaded rebound guy, then he would make a move. Until then, he just had to be patient and try and feel out if Liz felt the same way. If she didn't, then all the posterizing on the notion wouldn't matter very much at all.

And though he wasn't entirely sure, he had a strong suspicion he would hear about this from Aunt May tomorrow morning. She would certainly be against Peter spending the night with a girl, especially one that he didn't start the night with. Peter had to chuckle to himself. What would she be more upset with him about, that he spent the night with a girl, or that the girl wasn't Mary Jane?

He hoped he could get up and get Liz back to her place before his aunt got home. No harm, no foul, right?

He grabbed the clothes he gathered for Liz and headed down the stairs, only to find the girl staring blankly ahead at the television, which to his immense confusion was not on.

"You know, that thing works better if you turn it on and find something to watch," he joked.

The girl snapped her head up in Peter's direction and smiled sheepishly. "I really am just tired Petey. I'm gonna go to bed."

Peter nodded, crossing the room to her and handing her the clothes he brought for her to sleep in. "Here's something to change into so you don't have to sleep in your dress. My room is the first door on the right, bathroom is across the hall on the left. Good night Liz."

Liz began climbing the stairs before turning around. "Good night Petey."

…

Though the sun was blinding, it wasn't the cause of Peter waking up the next morning. Instead, he opened his eyes to find his aunt shaking him slightly.

Groggy at first, Peter panicked when he remembered the night before. He shot up, wide eyed, and breathing heavily. "Aunt May, I... uh,"

She smiled at him. "Relax Peter, your friend explained everything. I've made breakfast, come and eat."

Peter got up and followed his aunt into the kitchen to find Liz, back in her dress from the night before, gingerly eating a large stack of pancakes. She flashed Peter a small smile when he entered and sat down next to her at the kitchen table.

"Is something wrong with the pancakes?" Aunt May asked. "I can make you something else."

"No!" Liz practically shouted. "They're wonderful, really. I just..."

"There is no need to stand on ceremony in this house, young lady. Eat up, you must be hungry."

Peter watched as Liz smiled widely and began to chow down on the stack in front of her. Peter followed suit when his aunt placed a similar sized stack down before him.

"I swear, the only time Peter stops talking is when he's eating," Aunt May chuckled, sharing a sly look with Liz.

"He stops talking? That's news to me," Liz smiled, Aunt May chuckling along.

"Not really. It usually takes food or a really pretty girl. With you here Liz, I'm surprised he's not mute."

Peter glowered. "As much fun as this is, we need to hurry so I can get get Liz back home. After that I need to head to the Bugle and drop off some pictures."

He finished up the last of his pancakes, turning to make sure Liz was done as well, before throwing off a mock solute to his aunt. "I'll see you later Aunt May?"

She nodded. "I don't have to work today. We'll talk later Peter."

Peter groaned. "Great."

…

Peter rolled into the Daily Bugle around and hour later after dropping Liz off at her father's hotel. He had to admit, he wouldn't mind getting to live in a suite every day, but she assured him she would rather have family around. Maybe the cheerleader's life wasn't as blessed as he and Harry had been led to believe.

Still, as he stood there at her door and said a very awkward goodbye, there was a tension between the two of them that hadn't existed before. Well, it may have existed from his end, but it seemed mutual now. Peter was willing to admit that he wasn't the most perceptive person. He had plenty of talents, but detective work would probably never be one of them. So, he could be reading the situation wrong. But it felt like there may have been something more with Liz this morning than there had been in the past.

The normal bustle of the Daily Bugle was amplified on the weekend as Peter had recently come to find out. The Sunday edition of the paper was, as expected, the most popular and really the only edition that constantly sold out. To Peter, whose pictures had been primarily featured on the website's new "Spider Sightings" page, it was interesting to see how the paper worked when there was an actual printed copy to hold.

"Peter, Jameson's been looking for you all day. You better get in there before he blows his top," Robbie called out, approaching Peter from his desk.

Peter rolled his eyes. "What else is new? I told him I'd be in with pictures this afternoon, by my count I'm still early."

"You know J.J."

"Considering I'm still freelance, he should consider himself lucky I'm even giving him these pictures. Do you know what other papers would be willing to do for me if I went to them instead?"

"Not considering jumping ship, are you Peter?"

Peter sighed. "Not really. I could just use a bit more respect, you know? It gets tiring feeling like I'm Jameson's lapdog."

"Welcome to the Bugle, kid," Robbie responded with a smirk. "Now get in there."

Entering Jameson's office, Peter wasn't surprised to see his semi-boss hunched over his desk with a multitude of different layouts for the next day's paper.

Jameson looked up only when Peter closed the door behind him and motioned him forward. "You better have some pictures for me Parker, or I'll have your job."

Peter just stared at Jameson for a moment. "I'm freelance, Mr. Jameson, I technically don't have a job here."

"Whatever kid, just give me the pictures."

Peter placed a stack of photos on the desk that Jameson shuffled through quickly before selecting one and hastily scribbling a cheque for Peter to cash. "Get out."

After cashing his cheque and saying his goodbyes to Betty and Robbie, Peter made for the exit of the building before being stopped by a nervous Ned Leeds. Wringing his hands, Ned motioned for Peter to follow him to a back corner of the office.

"Is everything okay Ned?" Peter asked. "You need me to take some pictures for your next article?"

"No, I just have something I wanted to tell you and I don't think you want it spread around."

"Go ahead."

"See the other day, I went searching for a better angle to watch Spider-Man face Mysterio. So, I climbed onto a nearby roof."

"And?"

Ned stared at Peter for a moment. " But random chance, I found your camera Pete."

Peter raised an eyebrow. "What are you talking about?"

"The other day, I found your camera on a roof. Covered in webs."

Peter's eyes widened, but he managed to keep the panic from his voice. "I'm not following Ned. Why would my camera be on a roof or covered in webs?"

"That was the question I was just going to ask."

" _This isn't good. If Ned has figured out my identity, I'm cooked. He's an investigative journalist. At best, he'll sell out my identity to Jameson. I'm looking at juvie, or worse, jail. Just play it cool Parker, you may be able to talk your way out of this one."_

"Really, Ned, none of this is clicking with me."

"I know how smart you are Peter, but don't take me for a fool. I may not have all the evidence I need to claim what we both know to be true, but it's only a matter of time if I wanted to pursue. I really don't like the idea of some kid out there fighting the worst that this city has to offer. It's stupid and dangerous. Lucky for you, I like you. I know what would happen if I turned over your identity to the right people. You'd be lucky if it was just the cops, and not the government, that decided to lock you up. Because of that, I have no interest in pursuing this story, despite the significant praise it would bring me. Not to mention the literal bags of gold that Jameson would throw at me for figuring this out."

"Then why wouldn't you?"

Ned stared long and hard at Peter. "I'm not Jameson, I think Spider-Man is a good thing for this city. All those other heroes, none of them stop the street stuff. I've lived in New York long enough to know how screwed up this city can be. And that was before the Avengers or aliens or super villains. It's shitty, but maybe we have to rely on some kid to save us until the city stands up and saves itself. But, I also don't want to see you get in trouble, Pete. What you're doing could get a lot of people hurt. Not to mention yourself. Make no mistake, this is not me giving you my blessing. Consider it a warning, that if you go too far someone is around who can take you out, powers or not. "

"I'm more durable than I look."

Ned chuckled. "I bet. Listen, just keep yourself out of trouble and help out the little guy and we'll have no problems."

"You're really not going to say anything?"

"My own personal gains are not worth the trouble that outing you would cause. I don't want that on my conscience."

"Then, are we done?"

Ned nodded. "For now. Have a good day Pete."

Peter watched Ned walk back to his desk and let out a breath he didn't know he was holding. In the future, he would have to be more careful about how he set up his camera. This thing with Ned may have been a fluke, but it could happen again. And Peter wasn't sure the next person to make the connection would be as generous as Ned Leeds.

Ned Leeds. Liz Allan. Mysterio. Peter was suddenly faced with more problems than he had ever encountered in his life. When he began as Spider-Man, he hadn't expected so much change in such a quick amount of time.

End of Chapter Nine

Mary Jane Watson

Age: 15-16

Hair Color: Red

Eye Color: Green

I.Q.: 115

Mary Jane is a girl who likes to be the center of attention. Because of this, she often experiments with different styles and looks. Currently, she has settled on what she calls an "Alt Rock Feel" style. In turn, she has cut her out and branched out her tastes to include bands and artists she wouldn't have considered even a month ago.

Mary Jane feels a connection to Peter, though she would never tie herself down to one guy. That being said, she wouldn't mind getting to know Tiger better if she wasn't worried about being attacked by Liz Allan.

Mary Jane is very good at feigning interest in others and perceiving their wants and desires. Couple this with a nature ability to emote and she believes she may have the talent to become a famous actress one day.

A/N: Sorry for the late update everyone. Hope this chapter is well received. Until next time, peace.


	10. Chapter 10

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man.

Chapter Ten

Unlike the last time he walked into Tombstone's office, Quentin Beck was lacking the swagger and confidence that was befitting a man of his talent and ability. That insipid bug had made a mockery out of his first public outing as Mysterio, destroying in one fell swoop all the work Quentin had done in the last few months. And now he was walking into, surely, a tongue lashing from his employer. This was sure to be unpleasant and possibly hazardous to his health. Tombstone was not known for his tolerance of failure.

Still, Quentin was too good of an asset to outright fire or execute on the spot. With his talents, and now working knowledge of how Spider-Man fought, he was sure to best the hero in combat the next time they faced each other. He would just need to convince Tombstone of that fact. After all, Tombstone was no great intellect compared to Quentin Beck. Manipulation would be easy.

The same blonde was sitting outside Tombstone's office, phone connected to her ear, and an irritated expression on her face.

"As I told you, Mr. Lincoln does not give interviews. Not even to the Bugle. Mr. Jameson will just have to find another story. Good bye."

She looked up at Quentin and smiled. "You can go in Mr. Beck, he's waiting for you."

"Thank you," he responded with a forced grin.

As always, Tombstone's office was a study in contrasts. Along with the fine ornamentation, in the middle and ragged as always, was that same punching bag. Quentin needed to remember that the bag would be the first thing to go when he finally took over this office and, more importantly, Tombstone's operation itself.

As he expected, when he turned his attention to the desk he found Tombstone sitting there with a leveled gaze and his hands clasped in front of him. To Tombstone's left, also as expected, was that buffoon Hammerhead. Both men were decked out in expensive suits, but still could not hide their thuggish nature from Quentin. It was almost laughable.

Quentin steeled himself for a moment and reminded himself of why he was here. He was here not in victory as it should have been, but nearly in defeat. That blasted bug had almost gotten the better of Quentin and it was a shame he would live with until he finally triumphed over his nemesis.

Right now, though, he had a different objective. His goal today was simple: Keep Tombstone from firing him. It would certainly take some of his persuasive nature, sure, but in the end it should not be too much of a test for Quentin. After all, he was true brains of this operation.

"Have a seat Mr. Beck," Tombstone finally addressed him, motioning with a wave of his hand to the chair in front of his desk.

Deciding that it was best to be contrite, Quentin sat down and waited for further comments.

"I was sorry to hear about your recent unpleasantness with Spider-Man."

"Yes," Quentin responded with a significant amount of deference, even though it pained him greatly to do so. "I must admit, I underestimated the hero. It will not happen again."

Tombstone nodded. "Normally, I would punish my employees dearly for this kind of failure. However, you have gotten closer to removing Spider-Man than any other before you. Because of that, I am willing to give you a second chance."

" _It couldn't be this easy could it?"_ Quentin thought. He had to admit, he was surprised. From what he had heard about Tombstone, the man did not suffer disappointment easily. One did not reach his level in the crime world by being soft.

"But," Tombstone began. "The next time you face the hero will have to be under more structured circumstances."

"Of course Tombstone," Quentin had to be careful. Whatever Tombstone wanted of him, he would achieve. He would make himself invaluable, that was the only way he was going to be able to usurp the position he desired.

"Therefore, I have your next assignment."

Tombstone stood from his desk and turned to the flunky next to him. "Hammerhead, if you will."

Hammerhead stood as well and unrolled a set of blueprints onto the desk.

"These are the blueprints to the Oscorp building. I have reason to believe that the Kingpin has been funneling money into one of Norman Osborn's research projects. Naturally, I cannot allow this to happen. Your mission is two-fold. First, I want you to infiltrate Oscorp and figure out what interest the Kingpin has with Norman Osborn. Secondly, when he arrives to stop you, I want you to kill Spider-Man. Understood?"

Quentin nodded. "Yes Tombstone."

"Good, then you are dismissed."

Quentin nodded again and rose from his seat, crossing the room to the door. He had to admit, that went better than he expected. Maybe Tombstone finally realized that he was nothing without Quentin's aid. Maybe he realized that he was no match for Quentin intellectually or even physically.

No matter the reason, though, the result was clear. Quentin Beck was once again on his way to becoming the top crime boss in all of New York.

…

Tombstone had long ago learned how useful prideful fools could be. Stroke their ego enough and they will dance to any tune you play.

Beck was one of the biggest fools he had ever met. Better yet, he was a fool who considered himself superior to all other men. This was useful, for the moment, to Tombstone. But, soon that usefulness would end and so, too, would Tombstone's need to put up with this moron.

Removing his jacket and placing it on the table, Tombstone then crossed the room to his favorite punching bag and began working on his sets. On days like these, when a plan came together, working through these rudimentary techniques helped him refine his next step.

"Do you think that Beck can take out Spider-Man, boss?" Hammerhead queried.

"It really doesn't make a difference," Tombstone responded. "Best case scenario: Beck defeats the hero and, in the process, finds incriminating evidence about Norman Osborn and the Kingpin. We have one less hero in the city to deal with, the Kingpin loses some power, and I will be able to buy out Oscorp as L. Thomson Lincoln. Worst case scenario, Spider-Man defeats Beck and I no longer have to put up with that insufferable twit. Either way, I come out on top."

Hammerhead smiled. "I do love it when a plan comes together."

…

"So, Liz slept at your place after the dance?" Eddie grinned, nudging Peter with his arm. "And?"

Peter leveled a glare at his friend. "And nothing. She slept, I slept, and in the morning Aunt May made pancakes."

"So, you both slept, huh?"

"I was on the couch, Eddie. Come on, you know me better than that. I would never make a move on a girl with a boyfriend."

"And if she didn't have a boyfriend?"

Peter paused, looking down briefly. He first reaction was to lecture Eddie on using a logical fallacy to win an argument. But, he didn't know what he would do if Liz was single. He did, however, knew what Uncle Ben would want him to do.

"To be honest, I probably wouldn't do anything. I don't want to be the reason they break-up nor do I want to be the rebound guy. Neither of those sound particularly enjoyable."

Eddie laughed. "I don't know Pete. Being the rebound may get you two of the best weeks of your life."

"But what if I want more than that?"

"Do you?"

Peter was silent for a few more seconds. Did he want something more from Liz? Sure, he had thought about it on numerous occasions. But thinking about it and committing to a relationship were two separate thing entirely. Liz was every thing he wanted in a girl, especially now that he was getting to know her.

But, on the other hand, Peter was sure he would screw himself constantly. He had no idea how to be a boyfriend, let alone one good enough for someone like Liz. And he couldn't stand the thought of hurting her.

"I'll get back to you on that."

"Then I think you may have some things to figure out Pete. But be quick. A girl like Liz isn't going to wait forever and I really don't see her and Flash as some epic romance for the ages. They're no Yusuke and Keiko."

Pater raised an eyebrow. "That's your go-to for lasting relationships?"

"You're deflecting Pete. Intellectual disdain and sarcasm aren't going to solve this problem for you."

"You're right," Peter sighed. "It's just... I don't have any experience in this category. I could tell you the scientific formulas for love or lust or any of it, and I know they exist, but..."

"Sometimes science doesn't have all the answers. I forget how hard it must be some times for you to not have the answer at your finger tips. But nobody, not me or your aunt or anyone, has the right answer for this problem. And you can posterize and hypothesize all you want, Pete, but, in the end, you're just gonna have to jump in."

Peter gave Eddie a weak smile. "Thanks, bro, for talking this through with me. I really don't know who else I could have turned to about this problem."

"It's not a problem Pete. We may not spend every day together anymore, but you'll always be my little brother. I'll always have your back."

The two walked in companionable silence for a few moments before Eddie turned and looked at Peter again. "Listen, don't think too hard on it. You're not going to figure anything out today Pete."

"You're right."

"I always am, you should know that by now. You gonna be okay?"

"Yeah, I think I'll be fine."

Eddie chuckled. "Good. Now, if you'll excuse me, I have about fifteen minutes to find my girlfriend and get some exercise in before class. Have a good one Pete."

With a wave of his hand, Eddie left a bemused Peter in his wake.

…

Peter left his study hall later that day with Harry, his mind still in turmoil over his conversation with Eddie. It was a good thing he was a big enough nerd to be ahead in all his classes. He could afford a day of zoning out and not paying much, if any, attention to the teachers.

The main hall of the school at the end of the day served as an impromptu meeting place for the various groups of friends that hadn't been able to talk to each other during the day. As usual, Eddie was holding court over by his locker with Felicia holding on to his arm and glaring at Peter as he walked by even as Eddie gave him a small wave and a wink.

Peter didn't blame her though, he had taken up most of her boyfriend's morning free time.

On the periphery of the popular seniors, Flash leaned himself up against a locker and talked to Rand, his arms gesturing in a wild motion. When he saw Peter pass, a scowl quickly formed on his face and he made an attempt to get to Peter, but was held back by Rand's arm on his shoulder and a stern look from Eddie. Sally, standing next to Rand, was also glaring at Peter. She let her apparent displeasure be known through an uncreative use of her middle finger.

"Is there some reason the brain trust is glaring at me like I turned them all in for cheating?" Peter asked Harry.

Harry merely shrugged in return, but a voice from Peter's other side answered the question for the two boys. "Word of your after dance exploits has gotten around Tiger. Flash may be a bit slow on the uptake, but even he can see the writing on the wall."

"Mary Jane!" Peter exclaimed, quickly giving the girl a, mostly unintentional, once over. She had swapped out her dance attire for a pair of faded jeans and a Ramones tee. Even dressed as casually as she was, she was still the prettiest girl in the near vicinity. "Enjoying your first day?"

"Not as much as I'm enjoying the dram unfolding around you. I gotta say, Tiger, you attract an awful lot of attention for a proclaimed loser."

Peter gave her a wry smile. "One of my many talents, I guess."

"I wouldn't worry too much about it. I think it'll blow over in a few days as long as you keep your distance from Liz and don't stir the pot," she answered, glancing over his shoulder and quickly grimacing. "I think I spoke too soon."

Peter followed Mary Jane's eyes down the hallway as Liz approached, head down and lacking the confidence she usually walked with. She moved to go stand with her group of friends, but caught Peter's eye for a brief moment and smiled. That moment was all it took for Flash to throw Rand's arm off and march toward Peter. He grabbed Peter by the scruff of his shirt and threw him up against a locker with enough force for the sound to echo and catch the attention of the few students not already watching their very own soap opera unfold.

Peter had to remind himself to play weak and allow Flash to try and hurt him, but still caught Eddie's eye and shook him off from intervening. As much as he appreciated the offer, this was something he would have to deal with himself. Besides, it wasn't like Flash could actually hurt him.

"Something you wanna tell me Parker? Trying to snake my girlfriend?" Flash asked, punctuating each sentence by slamming Peter once more into the lockers.

Peter realized that his usual sarcastic response would be the worst possible thing to do, he merely stayed quiet. He did however, unintentionally, manage to glance at Liz again, enraging the bully quarterback even further.

"That slut isn't going to help you, Parker. It's just you and me."

Flash could have insulted Peter all day long and Peter wouldn't have moved an inch. He could have have called Peter any name in the book and Peter would have taken it. He could have done almost anything to Peter and Peter would have accepted it. But insulting Liz was another matter. Insulting Liz was stepping over the line. Insulting Liz was enough of a justification for the beating that Peter was about to lay down on Flash. Peter had fought criminals and not been this angry. Peter had fought a super villain and managed to keep his composure. But now, Peter saw red.

Easily enough, Peter broke the hold Flash had on his shirt and was about to cock his fist back and let the asshole have it, when a loud, vibrating noise echoed off of the quarterback's cheek, stopping both boys from making any further moves.

Eyes wide in shock, Peter turned to see Liz with her hand still outstretched and fire in her eyes.

"None of this is Peter's fault," Liz said with cold steel in her voice. "We've been drifting apart for some time Flash. And today proves why. You're a bully and you're immature. And I'm done. I'm done Flash."

Liz turned on her heel and fled out the door of the school, leaving a gaping mass of students staring after her. It took a few moments, but Sally broke from her daze and ran after her friend. Flash, seething in anger, took one more look at Peter and stormed off in the opposite direction.

End of Chapter Ten

A/N: Well, here you go. I hope everyone likes Chapter Ten. As always drop me a review or a question.


	11. Chapter 11

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man.

Chapter Eleven

The next few weeks flew by in a blur for Peter. It had been a little over a month since he heard anything from Mysterio and he had gotten back to fighting the street crime of the city, something that kept him on Ned's good side and, therefore, kept his identity intact. Because of this new found freedom, he was able to get amazing shots of Spider-Man fighting crime and keep a steady income flowing in, even if Jameson was using his pictures to smear Peter's other identity at every given opportunity. Regardless, the part of his life devoted to super heroics was going rather well. If only he could say the same about his school life.

Since the massive split, Liz had ben something of a social pariah amongst the popular crowd. Even with Flash's atrocious descriptions of the girl, it seemed as though the rest of the student body wasn't willing to turn their back on the star football player. Naturally, Sally blamed Peter for this problem and been especially vicious towards him whenever they crossed paths, angering Rand whenever she started and straining their relationship. Which, of course, led to more insults from the girl.

Liz, on the other hand, avoided Peter like the plague, canceling their last two study sessions to do so. He would have to get her alone in the near future to figure out why she seemed so distant, something that didn't seem impossible until only recently. Flash and Kenny had stepped up their torment of Peter, and Harry by proxy, making it impossible for the two boys to even cross the school to get to class if it wasn't for the near-constant presence of Eddie Brock.

Sometimes, Peter wished to flex his super powers and put Flash in his place, but doing so would only cause bigger headaches. So, like the good little geek he was supposed to be, he took their beatings with grace whenever the two would run into Peter by himself.

It was Tuesday, the day before Thanksgiving break, and Peter found himself riding the elevator up to Liz's penthouse in her father's hotel. She had just canceled their last study session via a short text, but Peter wasn't willing to give up that easily.

If anyone had asked, he would have claimed that it was simply to make sure the girl didn't start failing bio again. After all, Peter didn't need his reputation as a tutor to go up in smoke because of his uncooperative student. But, the truth of the matter, Peter missed her. He had begun looking forward to their weekly gatherings. He liked getting to learn more about the girl and their meetings were quickly becoming the high points of his week.

So, it was with a determination that he didn't know he possessed outside of his Spider-Man duties that he marched with a purpose to her door and knocked politely.

The door was opened a minute later by someone Peter knew by face and reputation, even if they had never spoken before.

Liz's older brother, Mark, had been the Eddie before Eddie. Cool, confident, the most popular guy in school. He and Peter had only shared Midtown for a year, but it was apparent how much the kids at school worshipped the ground he walked on. Furthermore, it was a common thought that Liz quickly became as popular as she was because of her connection to Mark. Peter could vaguely recall Liz following her older brother around while they were in school together.

Mark still had the same carefree grin Peter remembered from the past. With messy and mopped hair, the same exact shade of Liz, and the same eyes it was easy to peg the two as siblings. However, the most important indicator that would have cued Peter in on his identity even he hadn't known Mark was the glare. A very particular, withering, glare that caused Peter to recoil for a moment.

"Look kid," Mark sighed in a bored, affected tone. "Liz just broke up with her boyfriend. And even if she was looking for someone else, I highly doubt you're here type."

Peter followed Mark's gaze down toward his faded "Get the Knack" shirt and torn up jeans, scowling a bit as he did so. So, it seemed fast judgements were also in the family playbook.

"I'm not looking for a date," Peter responded through clenched teeth. "I'm Peter, her tutor. She's been canceling our sessions recently and I was worried."

Mark's face changed suddenly to a bemused grin. "You're her tutor? She said you were a science nerd... I don't really see it."

Peter rolled his eyes. "That whole pocket protector thing you're picturing. It hasn't existed since the sixties. Nobody dresses like that anymore, at least not outside of bad fanfiction and stereotypes."

Mark laughed. "This is too perfect. C'mon in, I'll go get her."

Peter stood uncomfortably inside what he assumed was the foyer of the suite and surveyed his surroundings. It was two stories he noticed, with a spiral staircase leading up to a second floor that had only a small landing and door. He assumed this to be Liz's room by the sign hanging on the door indicating such. In the corner of the main room was a kitchenette, decked out with more modern appliances than Peter had ever seen. It made his aunt's kitchen look like something out of the fifties. On the walls hung various paintings of landscapes and views around the city. The most impressive feature of the suite, even despite the large plasma screen and obviously imported furniture, was the baby grand piano set up next to a large window overlooking what Peter was sure was the best view in the hotel. If he tried hard enough, Peter could envision Liz sitting at the piano looking out over the city and doing her homework or just thinking about life. The same activities Peter himself would be doing if he had access to that view.

Liz's door opened, and Mark stepped out, walking quickly down the stair with a shifty grin on his face. "She'll be out in a minute. I didn't tell her what this was about, just that I wanted her downstairs for a minute. I don't see her as much as I want to since I started college and I gotta mess with her when I can."

He chuckled, the smile on his face assuring Peter that there was no malice behind his actions.

Peter wondered if all sibling acted this way. Sure, Eddie called himself Peter's big brother, and he was great, but Peter still wondered what having an actual sibling would be like. From what his aunt and uncle had said, his parents had only wanted one kid. And since their death, the opportunity had passed for Peter.

"So, do you have a particular favorite scientific field?" Mark asked.

Peter shrugged. "Not really, though I do seem to do best with chemistry and biology. I'm not bad at engineering, from what I've tried, but it isn't my strong suit."

"Maybe something in Bio Chem in college?"

"Yeah, I think so."

"My big brother, in my fraternity that is, also funnily named Mark... Mark Raxton, he's studying Bio Chem under Dr. Curtis Connors. Says Empire State's program is going to be the best in the country by the time you're going to college. You should check it out."

"I've looked into it a bit. What Connors is doing with reptilian DNA is years ahead of anyone else in the field," Peter answered.

He had already been looking to attend Empire State when he graduated. If he kept his work up, he was sure he could get some sort of scholarship to cut down on costs. Plus, it was close enough to Aunt May that he could live at home if need be. The added benefit of studying under Dr. Connors was just a bonus. A really good bonus.

"What about you, what are you studying Mark?"

"Undecided at the moment. Raxton wants me to shadow him in some of his classes, but I don't really know if the sciences are for me. I was thinking something along the lines of Sociology."

Again, Peter found himself surprised by this family. It was the same as when Liz had told him she wanted to be a lawyer. Maybe the entire popular crowd wasn't as shallow as Flash or Sally made it seem at times.

Liz's door opened and she stumbled out, yawning in the process. She was wearing a pair of grey sweatpants and an oversized shirt with, to Peter's immense surprise, the cloister font "L" from Death Note adorning the front. So, Liz Allan was closet anime geek. Who knew? On her face was an equally large pair of glasses that currently sat perched haphazardly on her nose. She blinked a few times, eyes focusing on her older brother, and let out an annoyed huff.

"Mark, do you k now how hard it is for me to find a suitable time to nap? God, you've been home for all of three hours and you're already annoying the shit out... Petey?"

She finally seemed to notice Peter standing there, staring up at her with an amused expression on his face.

"Hey Liz," he greeted with a smile. "I like your shirt."

Liz looked down at her state of dress and blushed, but kept her composure long enough to throw a hand on her hip and scowl. "What are you doing here Petey?"

"You've skipped out on the last few of our study sessions. I wanted to make sure you were okay."

Liz smiled softly. "Come up to my room, Petey. We'll talk up here."

She turned on her heel and and almost slammed the door behind her as she went back inside her room.

"You heard the girl. I wouldn't keep her waiting," Mark chuckled.

The inside of Liz's room was almost a case study in contradictions, but truly the view of a very eclectic girl. Her walls were a bright purple, but covered with posters from Death Note and Inuyasha. Next to these were posters of both modern pop artists, like Bruno Mars or Beyoncé, but also groups like The Zutons or Go Radio. Right above her bed was a giant Scott Pilgrim vs. the World poster.

On her dressers were various cheerleading trophies and metals. Interposed, almost nonchalantly, between her awards were volumes of manga and what looked like her homework.

Liz was sitting on her bed, also bedecked in purple, with her legs crossed casually in front of her. Peter wasn't used to seeing her in anything but her finest clothes or her cheerleader uniform. At school, she was always made up to the zenith and the picture of stylized perfection. She was never not beautiful, Peter mused, never not perfect. It was part of the image after all. And Peter had already noted that what first drew him to Liz Allan was her beauty. It was shallow, sure, but fleeting in the face of the true person he was getting to know. But, Liz in her pjs and glasses, this was the Liz that literally took Peter's breath away with her beauty.

"Wow," he muttered before he was able to stop himself.

Liz gave him a questioning glance. "What was that Petey?"

Peter shook his head to clear his mind. "Er... nothing. It was nothing."

"So," she began. "why did you come here?"

"I wanted to make sure you were okay. You've been skipping our tutoring sessions. I'm starting to take it personally," he added with a slight snort, hoping to lighten the mood.

"I'm sorry if it seems like I've been avoiding you Petey. It isn't anything personal."

"Is this about the fight?"

He left the question hanging in the air, but they both knew the answer. Since his very public accosting from Flash and the "slap heard around the hall" as Harry had dubbed it, she hadn't really talked to anyone. It wasn't hard for an idiot, let alone someone possessing Peter's mental faculties, to figure out the reason.

"I think you know the answer to that," she replied.

"Look, Liz," he paused, searching for the words. "I just... I guess, I just wanted to apologize. You know, for what happened."

"Petey, that really isn't needed."

"But, I, uh..."

"Peter," she interrupted him. "Stop. Whatever happened between me and Flash was a long time coming. You didn't cause us to split. Stop beating yourself up over nothing."

"I'm not stupid Liz, I've seen the fact that all your friends are avoiding you. And the only difference between the beginning of the year and now is that you and I have been spending time together."

She actually chuckled at that. "Sally's my best friend, Petey, but she's not loyal. Flash has the status that she wants. She's going to side with him simply because of that."

"I don't see how calm you are about all this. I don't know what I'd do if I lost Harry and Eddie."

"I've had time to think about things, Petey. If my friendship means so little that they would throw it away because you and I are friends or because I'm not dating Flash... I'm better off, don't you think? Besides, I'm still gonna be the cheerleading captain next year, Felicia assured me. And she and Eddie don't care about a fight I had with Flash. If Sally or any of the other girls have any sort of brain, they'll realize they need me more than I need them."

She got up from the bed and walked over to him. "It was nice of you to come over Petey, I appreciate it."

She then did something that took Peter completely by surprise. She kissed him on the cheek.

"Now then. My science book is over on my desk. Grab it and let's get to studying, can't let my grades fall because of some stupid cheerleaders. Can I?"

Peter smirked. "Whatever you say Liz."

Peter still felt as though something was bothering Liz, but he didn't bring it up again. He was with her, laughing, learning, and discovering. And that was all that mattered.

…

The plan was flawless, but what else would anyone expect with Quentin Beck involved. Dressed again in his costume, he had made short work of the guards at Oscorp, broke through the extra security covering the top floor, and now approached the doors of the vaunted Norman Osborn. Vaunted, a word that would soon be reserved only for Quentin Beck.

Quentin did admit, the new tech that Phineas worked up was wondrous. He would have to study Phineas' designs at a later date and see if he could improve them. He had never studied engineering before, but Quentin was leagues ahead of the mental capacities of the Tinkerer. It should be no trouble at all.

He pushed open the doors to the office of Norman Osborn with a flourish, quickly examining the room as he did. It was opulent and grandiose. Maybe Tombstone would have no use for it and Quentin could take it over. It would be easier to take on Tombstone later if Quentin had this view to mull over his plans.

Sitting behind a rich, chestnut desk, and dressed as fine as any man Quentin had come across was Norman Osborn. Osborn was not bad looking, though nowhere near the beauty of Quentin, but had a receding hairline and a touch of grey in his otherwise ginger style. When he noticed Quentin, surprisingly, he didn't cower nor did he flinch. He merely raised an eyebrow at Quentin's presence.

His lack of fear would cost him dearly.

"I assume, since you made it past my guards and security, this isn't a social call."

"You assume correctly, Mr. Osborn. Now, cower before the might of the arcane arts and Mysterio may allow to live."

Mysterio, is it?" Osborn replied in a flat tone. "I should warn you, I have very dangerous friends. Both legal and otherwise. I should warn you that my auxiliary security, as well as the police, are on their way. I should also warn you that I have, as of this moment, three ways out of this office without giving you any of the files you seek."

"Files?"

"Don't play games. Corporate espionage may be a bit more dramatic where you are concerned, but it's always the same thing in the end."

"I do not work for any of your pathetic competitors. My employer is more on the outside of the industrial world, so to speak."

"You don't say. Who may that be?"

Mysterio raised his arms and activated his spells. "Tombstone send his regards."

For the first time, that fool Osborn had the look of fear in his eyes Mysterio felt he deserved. This was going to be enjoyable.

…

"Leeds!"

Ned sighed, rising from his desk and heading into the office of his boss. Whatever was going on, he was sure it had something to do with Spider-Man or some other vigilante activity. Sometimes, Jameson could be so predictable.

He was halfway through a more important story on the activities of this Tombstone character. He didn't need to be distracted by some garbage piece about how Spider-Man mugged a nun or something. Besides, he though that Peter was doing a great job at actually stopping crime.

It still amazed Ned that Peter turned out to be Spider-Man. He had to give it to the kid, it took a lot of guts to do what he did. As much as he didn't want to see Peter hurt, he understood the need for heroes like Peter or Daredevil. Unlike the Punisher, who was nothing more than a violent thug in Ned's eyes, Peter and Daredevil stood for the best New York had to offer. They could stop crime and do it without dropping bodies. They could be symbols of inspiration and hope, even if that hope came in sometimes ostracized or grim forms.

"You needed me J.J.?"

"Yeah, just got a tip that something big is going on at Oscorp to do with that fishbowl guy from the other week."

"Mysterio?"

"That's the one. Apparently, he has Norman Osborn held hostage in his office. Police are swarming the scene and we're not there. Rectify that, now! And make sure when that freak Spider-Man shows up to help his accomplish that Parker is around to get some pictures."

Ned nodded. "I'll make sure to tell Peter to get down there.

As he left the office, Ned scowled and pulled out his cellphone.

" _We're going to need him down there, whether or not Jameson agrees."_ he thought grimly.

End of Chapter Eleven

A/N: Here is Chapter Eleven. I hope everyone enjoys it. Read and review!


	12. Chapter 12

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man.

Chapter Twelve

"See, I think I can skip a few more sessions. I've had nothing to do but study recently," Liz smiled, closing her book and staring expectantly at Peter.

"I have nothing more to teach you. My work here is done," Peter responded with mock seriousness.

The two stared at each other for a moment before both fell into peels of laughter.

"But, really, you're doing so much better than you were when we started. I'm impressed, Liz."

"What can I say? I have a great tutor. You should meet him sometime," Liz chuckled.

"Oh, that's clever. Nice job."

"I'm serious, though, Petey. I couldn't have done any of this without you."

Peter shook his head. "You've had the ability the entire time. It just took some work. I really didn't do anything."

"None of my other friends would have done this for me Peter. In fact, none of the others would have even suggested I try on my own. The fact that you agreed to help me, even though we weren't close, means the world to me."

"I'm just glad I can help Liz. Is there anything else you need to review tonight?"

Liz paused for a minute, opening and closing her mouth a few time, before just shaking her head. "Not really, Petey. Thanks for the offer, though. Do you maybe just want to..."

Peter's phone went off, interrupting what she was going to say. Peter flashed her a quick smile. "It's work. Do you mind?"

She shook her head. "No, go ahead. We can talk when you're done."

Peter stepped into the corner of the room and scowled, his face turned away from Liz so she couldn't she the worry swiftly spreading across it. While he often worked with Ned, and his pictures were often featured alongside Ned's articles, Ned rarely called him. In fact, since Ned let Peter know he knew Peter's other identity, they had no contact with each other whatsoever. Ned seemed to keep his promise of not outing Peter and Peter didn't know how to approach the older reporter. It was just... awkward.

"Ned?" Peter asked, confusion laced his voice.

"Yeah, hey Pete."

"Is everything okay?"

"No," Ned began. Even over the phone, Peter could hear the worry over you voice. "Mysterio attacked Oscorp. He has Norman Osborn held hostage in his office."

"But why tell me?" Peter asked. This wasn't street crime. Mysterio wasn't an average crook. Peter remembered very well the conversation he had with Ned about his extra activities.

"Normally, I wouldn't get you involved kid, but I don't know what else to do. Jameson wants you down there already, and I don't know if the cops can handle this or even if the Avengers will show up. Despite everything in my body telling me it's a mistake to involve you, I think Spider-Man may be the best bet to handle this situation without it getting worse."

Peter sighed. "I'm on my way."

"Good. I'll meet you outside before you head in and take your camera. At least we could have some pictures for your cover. And, I should have a copy of the blueprints of the building on my phone. We may be able to give you a bit of a tactical advantage."

"You have access to those?" Peter asked with incredulity. From what Harry had told Peter about his father, he hardly seemed the type to allow anything remotely secretive to be in the hands of a reporter. Especially not a reporter with as much credit to his name as Ned.

"Yeah... back from when I got to focus on actual stories. I'm an investigative journalist, I find what I need to. The point being, it may give you some edge when you go after Mysterio. How fast can you get here?"

"Fifteen, twenty maybe."

"There is an alley about a block from the end of the police barricade with a sign advertising cheep booze. I'll meet you there."

"Yep."

Hanging up, Peter turned back to Liz who had her head stuck in her biology book again.

"Listen, Liz, I'm sorry, but I have to go. There is some sort of major event going on down at Oscopr and they want me to get some pictures," Peter said, the sadness in his voice genuine as he stared at the girl.

She smiled in return. "It's fine Petey, I understand."

"Trust me, I'd much rather be here."

"I'm sure. Taking pictures of exciting situations or helping me study boring biology? Yeah, you'd rather be here."

"You wound me. Of course I'd rather be here," Peter returned in a mock hurt voice, handing rising to his chest dramatically.

"When you're done being an ace photographer, though, we should meet up. Give me a call?" Liz asked in a smaller voice than normal.

Peter was taken aback. Never in a million years would he have believed that Liz Allan would have wanted to hang out with him in public. Tutoring sessions were one thing, but this hardly seemed like an academic offer.

"I-I'd love to. Really, that sounds great. I'll definitely call you when I'm done. Definitely."

Well, word vomit was now a serious concern for Peter when talking to Liz. That was wonderful.

He waved briefly and stumbled out the door, not even his spider powers saving him from probably looking like a fool.

A few moments passed for Liz as she sat on her bed and contemplated what she had just done. She could probably spin it if she wanted, but the truth of the matter was she had just asked Petey on a date. She, Liz Allan the cheerleader, just asked nerdy Peter Parker on a date. She had read romance stories like this when she was a kid, but she never thought she would be living in one. Really, it was almost funny.

She had known, albeit grudgingly, about her growing feelings for Peter for some time now. As much as she tried to rationalize or deny her feelings, they were there. She had feelings for Peter Parker. And right now, with everything that had happened recently, she felt like she needed Peter in her life. Peter was a stabilizing influence. But it was more than that. She was happier, more at peace, when she was with Peter.

She was so wrapped up in her thoughts, she didn't notice that her brother had walked through her door and perched down at the foot of her bed.

"So, that's the famous Peter Parker, huh? He isn't what I was expecting."

Liz scowled. "You sound like the kids at school. What is it Mark? He isn't cool enough or something?"

Mark raised his hands in defense. "Not at all. I saw the shirt he was wearing, so at least I know he has cool taste in music. He just doesn't seem like your usual fare, that's all."

"Not stupid, you mean."

"Sure, but not typical... I guess. I pegged you going out with that moron Flash when you two were in eighth grade. It was only a matter of time. Most girls like you, most kids like us, we don't realize the charms of the geeks and nerds until much later. Usually college, sometimes even after. I'm proud of how mature you've gotten that you can see beyond Peter's social status to the good guy underneath."

"You sound like you speaking from experience. But, the girls you dated in high school were always popular."

Mark chuckled. "Yeah, and look how well that worked out. None of those relationships lasted. But, I do have some experience."

Liz looked skeptical. "Really?"

"I was partnered with a girl in my freshmen comp class that would be considered a typical nerd. Despite that, I really think I began to fall for her. But, I didn't know how to connect to her and it didn't work out."

"So, what do you think I should do?"

"Be honest with him and yourself. And, whatever you do, don't let the doubt creep in."

Liz laughed. "I'll try."

There was a pause between the two siblings for a minute, before Mark broached the subject again. "So, any idea what you're gonna say when you see him?"

"Not yet, but I'll think for something. Now get out so I can plan what to wear and wow him."

Chuckling on his way to the door, Mark paused. "Good luck Liz, I hope it works.

…

In costume, Peter swung through the skies of New York at a pace he wasn't totally used to. Usually when he was web swinging he didn't have a clear destination in mind. Or, if he did, it was just school. But now, it was different. At his destination was a hostage and a villain. A villain who wanted him dead, straight up at that. One who had proven to be Peter's equal the only time they had faced each other. It was moments like these that Peter truly wished for the Avengers to be a bit more proactive. Though, to be fair, he didn't know how much of the city had heard of this current problem.

Complicating matters further was the fact that the hostage was the father of his best friend. Peter didn't know Norman Osborn, he was sure nobody truly knew Norman Osborn. And from what Harry had said about Norman Osborn, Peter wasn't sure he wanted to meet the man in person, either as Spider-Man or Peter Parker. Despite these misgivings, however, he was still an innocent victim that needed help and Peter was going to do his best. Furthermore, despite Harry's grumblings, Peter was sure Harry would miss his father should anything happen to the man. Peter wasn't going to let Harry experience the pain of losing a father figure like Peter had.

The police had already set up a perimeter a few blocks in any direction from Oscorp when Peter got there. Furthermore, he could see vans from every major news source in the city and multiple reporters and camera operators doing their best, he assumed, to cover the breaking story.

Landing on one of the roofs surrounding the barricade, he scanned through the crowd as quickly as possible, hoping to identify the sign Ned wanted him to meet under before anyone recognized Peter.

Spotting the sign, and the reporter under it, Peter moved as quickly and quietly as he could manage and landed behind Ned with nary sound, if he was being immodest.

"Ned," he said, grabbing the reporter's attention. "I'm here."

"Sorry Pete," the reporter responded and Peter flinched. He wasn't used to being called Peter in his costume and he cast a glance around the two to make sure no one was in ear shot.

"I didn't know who else to call. And Jameson wanted you down here anyway. I wish you could just take pictures, honestly," Ned continued, wringing his hands in worry.

"It's fine, I'm glad you let me know this was happening. As much as I would rather be anywhere else, I have a responsibility to use my powers to do good. And saving my best friend's father from some faux- magical psychopath seems like it qualifies."

"You're only a kid. You shouldn't be involved in this."

Peter nodded. "Well, I am and that seems to be the endgame for fate... at least when it comes to me. Now, what can you tell me about the situation inside"

Ned scratched his cheek and reached into his back pocket, pulling out his phone. After a moment, he held it up to Peter. "This is the floor plan for the penthouse in the Oscorp building. The only office on the floor is Osborn's. Outside of Osborn's office, there are just a series of connecting hallways. Normally, these hallways would be crawling with Osborn's personal guards. The best in his company. However, I would think that Mysterio took out the guards on the way into the office. Furthermore, if there are still guards alive, I doubt they'd be willing to stop you. If you don't want to go through the halls, you could always try the direct approach and go through a window. But, I don't know if you want to give up the element of surprise."

"Surprise was never my thing. I talk to much for it to be truly effective," chuckled Peter. "I think I'll take the window and make sure this fight ends as quickly as possible."

Peter scanned the floor plan again, nodding to himself. "Yeah, I think the direct approach is my best option. Worst case scenario, he beats on me instead of Mr. Osborn."

"I don't like that plan Pete."

"Neither do I, but I don't see many other options. What I do know, however, is how his abilities work. I think I can take him."

The two stared at each other for a moment before Ned nodded. "Good luck, Pete. Oh, and give me your camera. Jameson is still expecting some photos of the action."

"You sure you can handle it, I have a reputation to maintain."

Ned laughed. "I took some photography classes in college, I'm sure I'll be fine. Besides, I happen to know Spider-Man. I bet if I asked really nice, I could het him to pose for a few shots if Jameson doesn't like what you present to him."

Peter chuckled as well, launching a web and swinging away.

…

"Do you understand now, Osborn? Do you understand what lies before you?"

Quentin couldn't help but chuckle. His plan had gone flawlessly and now all he had to do was wait. That fool Spider-Man would shortly and, then, the world would know the superiority of Quentin Beck.

It was almost a shame that the world would only know him through the guise of Mysterio. But, Quentin figured, once he had control of the city then he could safely reveal his identity. At that point who would be left to challenge Mysterio? If Spider-Man could not stop Mysterio, surely none of the Avengers could topple Mysterio either. And the Daredevil or the Punisher, they were scrubs. Bush league amateurs at best. Even S.H.I.E.L.D would fall at Mysterio's feet.

"Listen," Osborn began. "Whatever Tombstone is paying you, I can double it. Triple it even if you just let me go."

That fool. Did Osborn really think Quentin Beck so low as to turn on his employer for a paycheck. Furthermore, Quentin needed to stay in Tombstone's favor for his eventual takeover of Tombstone's organization.

"I wonder, Osborn, where did that dry wit go that you were spouting so effortlessly just a moment ago? Have you come to fear Mysterio?"

"I simply know when I am beaten, Mysterio. I'll give you whatever it is you want, just let me go. I have a wife and son at home."

"What is this I hear, the great industrialist Norman Osborn reduced to beginning? I wonder if Wall Street would still fear your reputation if they could see this pathetic display? I thought you a bigger person than this. But reduced to beginning? Osborn, you have fallen low.

A crash through the window behind Quentin interrupter his taunting for the moment as both men swiveled around to see that infuriating arachnid perched in the glass wreckage.

"I think I'd be begging as well if I had to stare at your fishbowl for an extended amount of time. It kinda puts people off," The blasted bug joked. As if he had the right to joke to Quentin Beck. He would pay dearly for his insolence.

"Spider-Man, you've finally arrived. My trap has worked perfectly."

Even though the two morons in the room with him couldn't see it, Quentin smirked. Sometimes, he couldn't help it.

"What do you say hero?" Quentin began. "The master of the arcane versus the bug, round two."

End of Chapter Twelve

A/N: Sorry for the late chapter everyone. And, sorry for the brevity of the chapter as well.


	13. Chapter 13

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man

Chapter Thirteen

Smythe wheeled himself into his boss's office, a scowl forming across his lips and one of the many laptops in the building placed on his lap. The attack on Norman Osborn was a worry, but expected and accounted for. That's just what his boss did. Still, they didn't expect it this early in the game. When he got a tip from the bug he planted in Osborn's office that something was amiss, he immediately checked the situation to see if it was something to alert his boss about. A random thief or criminal attacking Osborn, that was nothing. What appeared to be a super villain attacking Osborn? That was a serious concern. Compounding his worry further was the appearance of Spider-Man on the scene to do battle with the villain.

There weren't many things Smythe disagreed with his boss about. But Spider-Man was one of them. His boss would prefer to focus on Daredevil who had begun taking an active role in rooting out their influence in the city. And Smythe did have to admit, Daredevil was the larger threat. But that did not mean they should discount Spider-Man entirely. If Spider-Man were to stumble upon some of their secrets during this fight... it could end poorly.

"I have a live feed of the fight in Norman Osborn's office, if you are interested. I'm sure you've been briefed, yes?"

His boss nodded. "Of course. Pull it up on my computer, I'd like to watch."

Smythe couldn't help the next words that came out of his mouth, though he did regret them. "I thought you said Spider-Man was not a threat."

Miraculously, his boss merely chuckled. "I have to admit, I was surprised when you said you'd never played chess as a child. Now I can see that you were truthful. It isn't that Spider-Man is not a threat, it's that he's a virtual unknown. The worst mistake we can make is alerting anyone to our actions. If we overact when it comes to Spider-Man, we could alert the cops, or Daredevil, to what we're planning. And that wouldn't be good for any of us. Now, however, we can analyze his abilities and come up with a solution. Though, I'm positive we'll be handing the case off to Mr. Schultz. And there is always the chance something else will come up."

"What do you mean, sir?"

His boss folded his hands under his enormous chin and smiled. "Everyone has a price, Smythe. Even heroes. Why cause a problem when I can simply turn it into an asset?"

"You think you can buy Spider-Man's loyalty?"

"Even if I can't, there is no harm at this stage in the game in checking for potential benefits from every possible angle."

"But what if he's as noble as Daredevil?" Smythe responded, slurring the word noble with as much venom as possible.

"Then we'll keep an eye on him and act act accordingly. If I teach you anything Smythe, let it be this. Never remove a piece from the board before you're absolutely sure it has no more value to you."

…

"Round two? Is this like Ali versus Foreman? And, if so, can I be Ali? Float like a butterfly, web like a spider has a nice ring to it," Peter joked, adopting a fake boxing pose and jumping around a bit for emphasis.

Peter watched as Mysterio turned out, the villain throwing his hands up in an exaggerated fashion. "Do you not shut up?"

Peter chuckled. "Nah, man, it's bad for the brand, you know? So, we gonna do this thing or what?"

"Mysterio has humored you in the past Spider-Man in this absurd belief hat you can achieve a victory. And, due credit, you are a foe worthy of praise. But Mysterio is in an entirely different league than you, hero. It is time, for once and all, to show you what happens when you spar with the master of the arcane arts!"

Mysterio raised his hands in an elaborate gesture. "Mysterio has guessed that your powers stagnate Spider-Man. Mysterio's, however, scale with his mastery of the arcane and unknown. What makes you think you are any more capable now than the last spar?"

Sighing, Peter rolled his eyes and stared at his foe. "Dude, come on. I know your "powers" come from circuitry on your gloves. Enough with the bullshit Hogwarts angle, please."

"Again, you fail to see Spider-Man. Science is merely a tool to amplify Mysterio's powers. How truly ignorant you are. But, no matter. Mysterio will soon show you the error of your ways. Somnum!"

A wave of nausea hit Peter almost instantly, forcing him back on his heels as he fought to keep from throwing up. As he gagged, he felt his eyelids grow heavy and his breath become more paced, more shallow even. The world around Peter began to grow dark as he struggled to stay awake.

" _No,"_ Peter thought. _"I have to fight this."_

"It is foolish Spider-Man to resist the spell Mysterio has cast," the villain moved closer to Peter, his arm outstretched. Even half-asleep, Peter could hear the taunting in Mysterio's voice.

"You see now Spider-Man? There is no contest here. Mysterio is the master of arts so powerful and complex your puny brain would never be able to comprehend their secrets. Much like your namesake, you are an annoyance at best. But, like any pest, you can be beaten by your superiors. And trust Mysterio, Spider-Man, he is your superior."

Peter dropped down to his knees, the spell draining him of his will to stay awake. He shook his head, trying to keep it clear, but even that was of little use in his battle. _"I can't give in. People are counting on me. Harry is counting on me to get his father out of this mess."_

Mysterio continued to approach. "Just give in Spider-Man. You can't fight this."

As the last bit of strength left Peter, a vision flashed before his eyes. Taking shape in a jerky, twitching movement as if it were dancing the Tarantella, the figured formed first hazy, but slowly began to take a shape Peter was more familiar with. First appeared her hair, those same brown tendrils that captivated every student that she passed by in the halls. Next, her skin. And her eyes, beautiful and mysterious. And before Peter even registered a change in front of him, he could see the fully fleshed out form of Liz Allan.

At this point, Peter didn't know of he had passed out or not, but it seemed highly unlikely that Liz would suddenly interrupt his battle with Mysterio. So, either he was going crazy or the spell had finally done the damage it was supposed to. But, then again, it could be something else. These were some very lucid thoughts for an unconscious teenager to possess.

"You've got to get up Peter," she said.

Now Peter knew she was a figment of his imagination, not that there was much doubt before hand. Still, his Liz hallucination seemed to have jarred something inside of Peter. He could feel his strength returning.

"You've got to get up Peter."

Peter shook his head, enough of the fog clearing that he was able to get to his knees. This was odd. Of all the people to see when he needed strength, he saw Liz? Sure, they were close now. And sure, he was back under her spell. But, why Liz? Surely Aunt May or Uncle Ben? Did this mean that Liz meant something deeper to him than even he realized.?

" _No time to analyze it Parker, gotta focus and get Mr. Osborn out of here. My best bet is to get Mysterio angry and hope he'll make enough of a mistake to let me a web on his gloves. I think it may be time for my big mouth. Aunt May always said my lip would get me into trouble, I wonder how she'd feel about it getting me out of trouble as well?"_

Still on his knees, Peter swung himself forward to a front handspring and propelled himself to his feet. Pausing for a moment to make a show of flexing his neck and arms, he turned to Mysterio. "Well, that was refreshing. You got anything stronger?"

For a moment, not a sound was issued between the three occupants in the room. But, swiftly, that silence was shattered along with Mysterio's composure. "You insolent pest! How dare you mock Mysterio?! I'll show you something stronger!"

"Really, because all I'm seeing is the master of the arcane arts failing to kill one lowly New York hero. I gotta tell you man, it's not that impressive. What would happen if you went up against Captain America or another heavy hitter? They'd lay you out with a single punch."

"Enough talk Spider-Man! I'll end you soon enough."

"Sure you will. And if you believe that, I'd like to sell you the Brooklyn Bridge."

Mysterio let out a roar and charged forward, his spells forgotten in favor of a physical attack. Peter's spider-sense allowed him to dodge the first few blows, but he took a grazing hit across the cheek that sent him reeling back a bit. It seemed that not only did Mysterio amp up his spells, but his physical presence as well. Simply put, it was the hardest Peter had been hit in his career, and it was only a graze. He didn't want to feel what the full force of a punch would do.

"Watch the cheek," he managed to grit out. "This face is the money maker."

Mysterio was able to cock him once more across the chin, Peter stumbling from the blow, but righting himself quickly. His spider-sense was doing all it could to alert Peter about the attacks coming his way, but he was still a bit disoriented from the sleeping whammy he had just fought off.

" _This is gonna be ugly, but I think I have to let him keep pounding at me for a minute or two. I need his hand in the right position to take the glove from him. The moment he slips up, I need to be ready."_

Peter threw his hands up and blocked the next two punches that came at him, skidding backwards from the force of the blows, but keeping enough of his wits about him to analyze Mysterio as he prepared another volley. Mysterio wasn't a trained fighter, that much was obvious. Uncle Ben had taught Peter the basics of boxing the summer before and he retained enough of the lessons to tell Mysterio had little to no experience. His form was off and he wasn't even attempting to block his face. Better still, he swung with his full force each time, leaving off for just a split second. If Peter could time it just right, taking the glove would only be a matter of prying it off of Mysterio's hand.

The next round came, this time slower than the previous punches. Peter smirked. It seemed as though Mysterio was tiring. In his attempt to level Peter, he was wearing himself out. He wasn't pulling any of his punches and that was a mistake. Peter just needed to wait out a few more.

Mysterio swung again, this one wild and completely off course. Peter didn't even need to use his spider-sense to dodge. As he watched the punch sail by, Peter shot a web to the glove and gave a mighty pull, yanking the weapon off of Mysterio's right hand as he stumbled past. While Mysterio turned to face Peter, Peter was bale to remove the left glove as well, crunching both in his fists.

"I've had just about enough of these, thanks."

All the swagger and confidence in Mysterio's body language seemed to evaporate on the spot as he realized that Peter was done playing around. Without his gloves, he was no match for the hero before him and they both knew it.

"You've done well Spider-Man. Next time, though, Mysterio will prevail."

Peter rolled his eyes and webbed the creep until he was Mysterio wouldn't be moving any more. The moment he was sure Mysterio was secure, he snatched the fish bowl helmet from his head and crushed it underneath his foot, the glass spreading everywhere throughout the floor of the office. Staring, for the first time, into the eyes of Quentin Beck, Peter growled. "There won't be a next time, Mysterio. Of that fact, I am positive.

Turning away from Mysterio, Peter approached the still sitting form of Norman Osborn. "Are you okay sir?"

Norman sat up in his chair and straightened his tie. For the first time, Peter got more than a passing glance at the father of his best friend. There were no other words for it, Norman Osborn seemed like he exuded power and confidence. Norman was a tall and well-built man, put together perfectly and possessing an air of superiority. And though he looked like an older version of his son, he was almost nothing like the meeker, younger man. He had short, red hair, cut close to his head and beginning to recede a bit at the corners of his hairline. His eyes, now calm, were a piercing blue and seemed to gaze into Peter's soul. Even wearing a mask, Peter felt the need to avert his eyes and look down in deference at Norman's desk.

"Yes. I owe you my thanks Spider-Man. Though my guards are highly trained, I doubt many of them had lessons in handling super villains."

"Not many people do, sir," Peter responded.

"There us no need for formalities Spider-Man. You did just save my life after all. Tell me, what can I do to thank you properly."

Peter's thoughts turned to Harry and how worried he must be. Not only could he get Harry's father out of a jam, but he could also hopefully help mend their relationship.

"You got a family?" Peter asked.

"Of course."

"Then go spend some time with them. That's all the thanks I need. I'll send the cops in on my way out to grab our friend here, but he shouldn't be much more of a problem."

Peter spared one more glance at the defeated form of Mysterio and a nod in the direction of Norman Osborn before throwing himself out of the window and into the cold, New York night.

…

Watching the video feed from Beck's helmet, courtesy of Mason, Tombstone shook his head in bemusement. He had expected this. Again, Beck had failed in the jobs assigned to him. It was a good thing he wasn't handling anything important.

Strategically, there was no real benefit to attacking Osborn right now. Anyone with a sense of underworld dealings knew Osborn was in bed with the Kingpin. Tombstone gained nothing from this encounter. And that was the point. If, by some miracle, Mysterio managed to uncover anything of use to Tombstone, then he made a profit. If he failed, then Tombstone was no worse off than before. He understood his opponent well enough to know that no retaliation would come. If it did, the entire city would know that Osborn worked for the Kingpin. And that was a business arrangement Tombstone was sure the Kingpin wanted to keep for as long as possible. After all, Fisk wasn't stupid.

Hammerhead snorted from his seat at the edge of Tombstone's desk, having just finished watching the video feed as well. "It went exactly like you said it would boss."

"It hardly takes a genius to see that Beck was no match for Spider-Man."

"You know, I think Beck is gonna want us to get him outta the joint."

Tombstone smirked. "I believe Mr. Beck can spend some time locked away for his crimes, don't you? Either way, our next move is to do nothing for a bit. Let things play out."

…

After changing out of his costume and grabbing his camera from Ned, who seemed awfully proud of the job Peter had done, Peter found himself walking toward his destination. That by itself was odd, but Peter had just taken down a super criminal and felt the need to be himself for a bit.

The moment he had gotten away from Ned, he had sent a quick text to Liz telling her that he was done with his job and was free to meet. She had replied with a place and time, and a smiley emoji, making Peter smile himself.

He was nervous, sure, because this seemed more than just a study session between the two. If he was reading the situation right, it seemed like a date. Never in a million years did he think he would ever have the opportunity to date Liz Allan.

He had decided to play it cool, on the chance she just wanted to hang as friends, so he wouldn't be left the fool like so many other boys before him. But, even still, he couldn't help but analyze the situation.

Compounding his problem further was his vision of Liz from earlier. He still wasn't sure why his delirious mind would conjure her of all people but he was going to take it as a sign that he cared deeply for Liz, a fact he was starting to believe with each passing step.

He looked down at the phone in his hand. He still had a few minutes left before he had to meet Liz and he was tempted to call someone for advice, but he didn't have any options. Eddie was at football practice, Harry had less luck with women than Peter did, and Mary Jane wasn't that good of a friend yet. He could call Aunt May, but she would insist on the entire story from start to finish and that would tire Peter out emotionally even before the date began.

He turned the corner and drew knew a small, hipsterish, coffee shop on the corner. Not out of the way, but certainly not one of the regular tourists traps that dotted the city. Quiet and cozy, perfect for a first date. Sitting outside at one of the tables with a large drink in front of her, and wearing a sundress that seemed to emphasize her incredible looks, was Liz, much more put together than when he had seen her hours before. She smiled at him as he approached.

"You know," Peter began with a smirk as he took the seat across from her. "You could have stayed in the sweats. I really don't mind."

She scowled and swatted his arm. "Sorry I wanted to look nice. Next time I won't even bother."

An older waitress came by and smiled at the two, pausing briefly for Peter to place his order and then scurrying away. There was some kind of tension building between the two of them as they looked at each other.

"You do look nice, Liz. In fact, you look beautiful."

Liz blushed a pretty shade of red, something that Peter was able to pick up on. "Thanks Petey, you don't look half-bad yourself. Except for that nasty bruise on your nose. Was that there this morning?"

Peter felt across his face, finding the flesh just above his nose was indeed tender. Of course, it was from his fight with Mysterio, but he couldn't let Liz know something was wrong. "Oh... uh... I banged it against my camera when I was working. You know me, clumsy as hell."

The waitress came by again and dropped Peter's drink off. For a moment, the two sat in silence as they sipped their drinks, until the tension in the air was too much for Peter to handle.

"So, why the invite? Did you want to study some more?"

"Peter, does it look like I have my books with me?"

He chuckled in spite of himself. "No, I guess not. So, is this what I think it is?"

"What do you think it is?"

"I think this is a date Liz."

There was a sort of finality in his voice that surprised even Peter. It was like everything in their relationship had led up to this moment and it could either of two ways. She could say yes. Or she could say no. Looking at her across the table, Peter felt something like he had never felt before. He didn't know how to describe it, but if she said no... well, he didn't know what he would do with himself. Peter normally wasn't one for hyperbole, but he didn't know if he could handle a rejection from Liz Allan. Not after everything they had been through.

The silence in the intervening moment was deafening and seemed to last forever. Each of his breaths came out more ragged than before. His heart beat faster with each passing second and all of his nerves were standing on end. In that moment, he doubted even his spider-sense could distract him from studying her face, looking for any sign that he misread the situation.

"Is that okay?" Liz asked. "Is it okay that this is a date?"

Peter was stunned for a moment. Of all the answers he had expected from Liz Allan, her demure response was not one of them. He could only nod in return.

He didn't know how long he nodded, or how well, or how big of an idiot he looked while doing it. All he knew was that she saw the nod and smiled. It was a bright smile. One that took up her entire face. One ha had not seen before. And, if possible, it made her even more beautiful. But there was one final question he had to ask. And he was worried it ruin everything before it even started.

"Liz," he began. "You don;t have to pay me back for the tutoring. You know that, right?"

The smile across her face quickly morphed into a genuine look of anger. She stood quickly from the table and bore down on Peter. Even with his powers, he was genuinely afraid of Liz for a brief moment.

"Is that what you think I'm doing? Paying you back?" Liz practically snarled. Her voice had drawn the attention of the few other patrons of the coffee shop who seemed rather interested in the teen drama unfolding next to them. Not that Liz seemed to notice. "Really?"

Peter was taken aback by the anger in her voice. But he pressed forward, he had to know. "Aren't you?"

"How could you even think that? After everything we've been through... you know what? You can go to hell Parker?"

Liz turned to leave, but Peter reached out and grabbed her hand. She turned to face him, eyes alight with anger. "Let go of me you creep."

"Wait Liz, it's just," he paused. It was now or never. "It's... never could I... never in a million years would I think you would want to go on a date with me. You're Liz Allan, you could have any guy you wanted. And I'm nobody... I'm"

"Peter," she cut him off with a raise of her other hand. She sat back down and removed his hand from her wrist, taking it instead in her open palm. "I like you."

Three words had never shaken Peter so much as those three did in that moment They were so simple, yet, they meant the world to hear her say them.

"I like you Peter Parker," she continued. "And not because Flash and I broke up. And not because you've been helping me with science. I like that you make me laugh. I like that you believe I can achieve my goals. I like that I can be myself around you and I don't have to care about popularity or social order or any of it. You make me happy Petey."

Peter found himself smiling wider than he had since Uncle Ben had died. "I like you too, Liz."

"Good," she laughed. "Because you're stuck with me now."

She got up from her seat and sat herself down on his lap, turning his face gently so that he looked in her eyes. Then she kissed him.

A/t that moment, his first kiss and with Liz Allan no less, every bit of Peter's impressive mind shut down. He could feel her soft lips pressed against his, could taste the flavor of her chap stick, grape, of course, and could hear the steady rhythm of her heart as it beat against his chest. He was on autopilot, responding in a way he wasn't sure how he had learned. But, pretty soon, his lips were moving against hers and his hands slowly moved up and down her back.

She pulled away and stared down into his eyes, smiling that same bright smile from before, but this time with a devious edge to it.

Leaning forward, she whispered into his her. "I don't do that with people I'm trying to thank."

Peter gaped at her as she extracted herself from his lap and hopped up to the ground. "I'll see you later Petey, okay?"

Peter didn't even know if he was able to do more than nod dumbly at her retreating form. He must have sat there for a solid ten minutes, or more, staring at the place where she once stood. It was only when the waitress came by, with another smile and a wink, to drop off the bill that Peter was pulled from his stupor and back to reality. The remaining few couples that had seen the show returned to their previous conversation, intent on giving the young man the space he needed to bring himself back to reality.

Blinking rapidly, Peter could only sigh. "I'm in trouble, aren't I?"

End of Chapter Thirteen

A/N: Sorry for the delay everyone! I hope this makes up for it.


	14. Chapter 14

**Spider-Man:** **Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man

Chapter Fourteen

"Pete! Hey, Pete!"

The overexcited voice of Harry Osborn carried across the grounds of the school, eventually reaching the ears of his best friend, Peter, making his way into the building.

Monday morning had come, and though Peter hadn't seen Liz since Friday, they shared quite a bit of texting and even some phone calls, speaking late into the night and irritating Aunt May to no end. Peter was happy, though, because at least he didn't have to explain his relationship with Liz to Aunt May.

And though they hadn't actually defined anything between them, Peter felt as if some sort of barrier had been crossed in his relationship with Liz.

"Seriously, Pete, you're on another world right now. I have some big news!" Harry exclaimed, red-faced and painting as he finally caught up to his best friend.

Peter raised an eyebrow, already guessing what the news could be, but playing along. "What's going on Harry?"

"Friday, my dad was held captive by some wacko in a fishbowl."

"I know, I was there taking pictures for the Bugle. Sorry I haven't checked in. it's been a busy weekend."

Harry shrugged. "It's okay man, I get it. Still, though, it must have been cool to see Spider-Man."

"It gets old after the first few times," Peter chuckled. "How's your dad doing?"

"He's doing okay, I guess. He's back at work if that means anything."

"That sounds like a good thing."

"You don't know my dad," Harry said. "I doubt a disemboweling would keep him away from the office."

The two chuckled, pushing through the throngs of students into the main hallways and near their lockers.

"So, what's got you all space case today?" Harry asked, leaning up against the locker next to Peter's.

"Oh... um... Liz and I may have made out this weekend," Peter admitted, running hand through his hair as he grabbed his books for class.

"What?!" Harry screamed, startling a a passing freshman who tripped over himself in confusion.

"It's not that big of a deal Harry," Peter sighed.

"Of course it is Pete! Your first kiss and it's a make out session with Liz Allan. What could be bigger?"

"Your dad getting attacked?" Peter rolled his eyes.

"Please," Harry waved a hand dismissively. "That shit happens every other week. It wouldn't be New York without a super villain attacking someone. I overheard my dad saying that it legitimized him in the eyes of some of his naysayers. But seriously, spill. I want to know everything."

"You're more excited about this than I am."

"Look, for some reason one of the hottest girls in school is attracted to you. The rest of us geeks aren't that lucky. I've gotta live vicariously through you."

Peter looked around. The hallway was packed with people and he still hadn't seen Liz. Before he told Harry or anyone anything, he needed to talk to Liz and find out just what was going on between them. "Fine, but later, Maybe at lunch and I can tell Eddie as well. I really don't want to have this conversation more than once today."

This time, Harry sighed. "I guess. But you have to tell me everything. I'll know if you leave out any of the details."

…

Norman Osborn, bedecked in his finest power suit, walked through the first floor of his company with a purpose. That purpose, of course, was to project the strength he lost when that buffoon assaulted him just days prior. It was unacceptable that he, Norman Osborn, had to beg for his life from a psychopath in a fishbowl with delusions of grandeur.

Norman felt himself the truest measure of a person struggling to overcome adversity and succeed. His father, the spiteful, hateful, man, had drank his entire company away when Norman was a boy and turned to beating his defenseless family to make up for his own shortcomings. Norman would almost pity the man if he wasn't such a monster.

Since he didn't have the money his dad had squandered to rely on, Norman had to rely on his intellect and his determination, traits he had in ample reserve. He sailed through high school and college with ease, setting up his current company mere months after graduating.

And here he was, twenty years later, the leader of a multinational corporation with hardly any rivals, save maybe Tony Stark.

Norman was rich, educated, successful, and powerful. So, it should have been no surprise that this loss of control would be so upsetting to Norman Osborn.

However, Norman was not one to dwell on the past. It happened and he had to move on. And his first step was simple, regain the power he felt he lost.

The Applied Sciences division of Oscorp was cutting edge in the most advanced scientific theories and techniques, specializing in advanced robotics. A large plethora of the top scientific minds in the country worked in this department and though none of which were at the level of Reed Richards, or Tony Stark, or even Norman himself, they were experts in their fields.

Well, maybe one of them was at the level Norman considered himself. But, he was an odd one. Even still, odd ones had uses.

In the far corner of the Applied Sciences division, separated from what one would have toured, where even the majority of the staff of the division would not entered sat a messy desk covered in papers only understood by the highest echelon of the scientific world.

Standing next to the desk was a stout man, short and pudgy, with stringy brown hair and small, beady eyes covered by thick glasses. He was wearing a stained lab coat over a messy plaid shirt and wrinkled khakis. If Norman didn't know any better, he'd assume the man was just one psychotic laugh away from being a super villain and, also, that the man was single.

But Norman had met his wife on numerous occasions and he learned long ago not to judge a book by its cover. It never helped in business to lose a potential asset because of appearances. After all, that was what the back corner of the office was for. And it wasn't like Norman had to sleep with him, he didn't care what the man looked like.

The leading specialist in atomic physics, the man was also a brilliant inventor, allowing Norman to green light numerous projects that the board would have found dangerous in less qualified hands.

The rest of the corner of the room was a large glass chamber, completely sealed save for two small openings currently covered by retracting sheet metal. Of the labs in the entirety of Oscorp, this room was the most sealed due, in large part, to the dangerous experiments that took place in the small chamber necessitating the use of a harness with mechanical arms to even manipulate the atomic material within.

The harness itself, also designed by the man Norman was observing, was strapped to the scientist's back as he pored over the contents of his desk in deep thought.

"Dr. Octavius," Norman called jovially, moving toward the man. "How are the experiments progressing?"

"Fine, Mr. Osborn," Octavius replied in his usual clipped manner.

"And what are you working on?" Norman replied through gritted teeth. Every time he spoke to Otto Octavius, Norman needed to remind himself that the benefits of keeping Otto on staff far outweighed any unpleasantness.

"The project you assigned me last week. Harnessing gamma radiation for human growth potential."

"Have you been hampered at all by the recent attack?"

"No."

"Is there anything more you need?"

"No."

Norman nodded. "Very well. If I can assist you with anything Otto, just let me know."

Walking away from the man, Norman felt an odd sort of relief. Octavius was the kind of scientist who would follow directions for the sake of scientific advancement. As long as he was involved in the research, he didn't care much for what the research was used for after the fact. Norman, on the other hand, he had a vision.

Since the appearance of the Hulk a few years back, Norman had an idea floating in his head. It was obvious to anyone with a scientific background as extensive as Norman's what had happened to that behemoth. He had obviously experimented with gamma radiation. Since then, Norman had been funneling money into research to purify irradiated substances to a point where they were no longer harmful to human beings, but still kept their more desirable properties. Gamma radiation was the goal, the endgame. If he could figure this out, he would have access to the next Super Soldier serum. Imagine the contracts that Norman would receive from the government if he could produce something on a massive scale. He would be the most powerful man in the country, maybe even the world.

That was why he was working with the Kingpin. As loathe as he was to admit it, the funding he received from the crime lord was enough to keep this project off of his books and away from his board. That kind of freedom allowed Norman, and Octavius, to experiment in... less than ethical ways. It was also why Norman spent a significant portion of his own wealth to piece together the identity of the Kingpin. Norman never liked to be at a disadvantage and with the knowledge of Wilson Fisk's nightlife, he wouldn't be.

Reaching his own private elevator, Norman whipped out his cell and dialed a very familiar number.

"I take this phone call means everything is still intact?" Fisk asked instead of a greeting. The man was always quick to the point. It was something Norman actually liked in the criminal.

"Yes. According to Dr. Octavius, nothing that occurred during Mysterio's attack damaged his research in the slightest. Our timetable remains unchanged."

"Good. Anything else?"

"Have you found out anything about the attack?"

There was silence on the other end for a minute. "I believe it to be the work of my chief rival, Tombstone. It is being taken care of."

"I should hope so. You stand to gain as much from this project as I do."

…

Hanging up with Osborn, Wilson Fisk sat the phone down and folded his fingers together, resting his chin on his clasped hands. Osborn had always been slimy and ambitious and with just enough intelligence to be useful. He would allow Osborn to think they were partners until it was useful to move against Osborn if he had to. That time was soon approaching.

If he were being truthful, Osborn was much smarter than himself. But he was also arrogant. Arrogance in one's abilities always made them easy to exploit, especially those arrogant in their intelligence. They never believed themselves stupid enough to be manipulated and, easily enough, fell into traps.

While the kickbacks from Osborn would be substantial, and power behind the throne was appealing, there was honestly much more to gain from ruining Norman Osborn than helping him. Wilson was a businessman and Oscorp was the competition. The competition that could soon be under his control, extending his power into scientific fields he hadn't had access to yet. That was Osborn's fatal mistake. In order to truly take over the world, one needed their hands in every pie, not just expertise in one subject.

Wilson watched for a moment as his associate, Smythe, wheeled into the room. If he had to hazard a guess, this conversation was going to be about Spider-Man.

Time to change the plan. Two birds with one stone.

"Before you start Smythe, I think now is the time to remove the bug from the game."

"What changed your mind, sir, if you don't mind me asking?"

"Tombstone is much too close to our deals with Osborn. And if Spider-Man is gunning for Mysterio's employer, he may learn something. We need to scrub the project and start from scratch."

Smythe's eyes widened in shock. "Just what did you have in mind, sir"

"When you asked me how best to defeat Spider-Man weeks ago, I mentioned hiring Herman Schultz, known on the streets as the Shocker. He is a consummate professional with an impeccable record."

"I know of him. He robbed that fleet of armored cars a few years back, right under the nose of Iron Man even."

"Exactly. I want you to hire him to take Spider-Man out. But, I want the battle to happen at Oscorp. If he manages to kill Spider-Man, perfect, but he needs to trash Oscorp completely in the process."

"What do we gain from that?"

"When the company goes under, we buy it cheap and keep the staff Osborn hired around with more lucrative deals then anyone else in the scientific world. We then have access to their patents, ideas, and projects. Just one more piece of the world controlled by the Kingpin."

"And what of Tombstone?"

"This plan takes precedence. If we succeed, then Tombstone will never have the power in the city to challenge me. If we don't, then we'll worry about him."

Smythe nodded, a smirk on his face. "I'll make the calls."

…

Lunch that day was an interesting affair. Peter sat at his usual table with Harry, and Eddie who he had texted earlier to meet them. From the glare he was receiving from Felicia, Peter figured she had wanted her boyfriend to herself today and "bro time" was ruining her plans. As he glanced to his older brother and best friend, the latter shaking with excitement, he smiled. It was a wide smile he hadn't worn since before Uncle Ben died.

"So, I have news for you guys that Harry heard the beginning of," he began. "On Friday, I was with Liz."

"With, like on a study date?" Eddie asked.

"More like with, like with her tongue down his throat," Harry responded.

Eddie's eyebrows shot up in surprise. "Way to go Pete!"

He reached a fist across the table that Peter bumped with a bemused expression on his face.

"So, how was it?" Eddie asked, wiggling his eyebrows for effect.

Peter chuckled. "It was nice. We haven't really defined anything yet, but I think it may be the real thing. We've been texting since it happened."

"You haven't defined anything yet?"

"Not really. I figured we'd talk sometime this week and figure out what we were. I mean, we're still getting to know each other after all."

"Don't be an idiot Pete, talk to her now," Harry practically shouted. "You can't let this chance slip by. I would sell you to Satan for a chance with a girl like Liz."

Peter rolled his eyes. "Are you sure Liz is worth being in debt to Satan? Maybe Asmodeus or Aamon, but not Satan himself."

"Guys, as much as I enjoy your random bits of obscure nerd knowledge, Harry is right. You need to talk to her and soon," Eddie interrupted. "Or now."

Peter followed Eddie's line of vision until he found Liz, sitting alone at one of the tables usually occupied by the popular crowd. It seemed as though her friends were still giving her a wide berth since her split with Flash. Not that she she seemed to mind, there was a wide grin on her face that only increased when she caught Peter staring at her.

"Are you sure, Eddie?" Peter began, breaking his gaze from Liz. "I mean, I don't want to interrupt her lunch or anything. Maybe I should just text her later."

"Be a man, Parker," Eddie responded. "She's all alone, now is the perfect time. Besides, Liz isn't the type of girl to just kiss someone without meaning it. She obviously likes you."

Peter nodded and stood up, wavering a bit on shaky legs that shouldn't have been possible for the likes of Spider-Man. Suddenly, she seemed a lot further way than the few feet separating them.

"C'mon Parker," he mumbled to himself as he moved toward her. "You're a freaking superhero. You can talk to a girl."

But even Mysterio didn't inspire this much fear in Peter. It was one thing to talk the way they had. It was another thing entirely to claim they were dating. What if she wasn't ready? What if she regretted her actions? What if she laughed at him? Peter didn't think he could survive Liz laughing at him. She was still Liz Allan and he was still Peter Parker. They cam from two different worlds. This wasn't a story. In real life the geek never got the girl.

But Peter persisted, moving toward the table. It seemed as if the entire cafeteria had gotten quiet. Peter spared a quick glance around, and sure enough, the entire room seemed to be looking at him as if they knew what was about to happen. Peter didn't really do well with most public activities, he was positive rejection wasn't going to be the exception to that trend.

Liz, too now, watched as Peter walked over. At least the grin never left her face. That was a comforting thought. Maybe she wouldn't be cruel in her rejection and let him down with only minimal embarrassment.

"Hey Liz," Peter said, in a pitch he hadn't heard in his voice since puberty. "I think we should talk."

End of Chapter Fourteen

A/N: Not much to say about this one, I hope everyone enjoys. Quick note for my readers to see who actually reads my author notes. The first five to review this chapter and mention their favorite character so far will get some information about the sequel to this story. Specifically, they will learn the special guest planned. Until next time, peace.


	15. Chapter 15

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man

Chapter Fifteen

The parking garage was dark. After all, none of the cars in the garage were slated to move anytime other than on his employer's orders. If one listened close enough, they could hear the faint sound of birds chirping in the afternoon sun and sirens likely after one of the lower forms of criminal in the city.

Normally, he wouldn't even come near a place like this during the day. He had a reputation after all. The city's highest paid lawyer shouldn't be seen making back ally deals with known hit men after all.

But, he doubted the rest of the city knew about the amount of money he made. To them, he was just another lawyer in the employ of Wilson Fisk. They didn't know what his boss did, nor did they know about his own involvement.

He ran a hand through his coal black hair and let out a slight breath. It was his own policy to arrive fifteen minutes before any of his "extra" meetings were to begin. In his line of work, he needed to project strength and confidence.

He often wondered what it would be like to be the public number two to Fisk, instead of the private one. But he had his role to play and he didn't envy the work Smythe was forced to complete or the expectations their boss had for the day to day work of his many enterprises.

However, for this particular assignment, both the public and private worlds would be melding more than even his boss would have liked. This Spider-Man was Smythe's pet project. Personally, he felt much the same as his boss did. They had bigger threats. But, his boss made the call. They would deal with the Spider-Man. For that reason, Smythe was sitting in the backseat of his own personal car, watching the exchange go down.

The person he was waiting for was a consummate professional and, for that, he was grateful. He didn't much like his much out in the open if he could help it. His boss knew this, of course, and made sure that his contacts wouldn't turn around and rat them out to the police or the highest bidder.

A nondescript, black, car pulled up alongside him and a figure stepped out of the driver's seat. For a man of his reputation, he was shorter than expected. Not short in the proper sense, but not as tall as his reputation made him seem. He was middle aged, with receding brown hair and numerous wrinkles surrounding his blue eyes. But there was something behind those eyes, a calculating look that seemed to take in every little detail around him.

He wore a leather jacket, black, over a simple white shirt and a pair of faded jeans. Everything down to his combat boots screamed "normal". Maybe that was why he was considered the best professional in his line of work.

He took one final glance around the garage before speaking in a baritone tinted slightly with a German accent. "You are Mr. Wesley, yes?"

"I would have expected a man of your reputation to have a driver," Wesley responded. "Does the drive help you think?"

"Never trust anyone enough to be your driver. You'll live longer."

Wesley raised an eyebrow. "Fair enough, Mr. Schultz. Now then, down to business."

"Five-hundred thousand. Up front. Five-hundred more when the job is completed."

"Don't you want to know the specifics first?"

Schultz moved around to the trunk of his care and opened it. "What do the specifics matter? If you have the money, I'll complete the job in any way you deem necessary."

"This one may be out of your wheelhouse."

"Nothing is out of my wheelhouse," Schultz responded, reaching into the trunk and pulling out a briefcase. "Do we have a deal?"

Wesley stepped forward, handing over an envelope with the desired amount inside.

Once in his possession, Schultz turned back around to continue the conversation. "What is the job?"

"To destroy the Oscorp building and kill Spider-Man."

"At the same time?"

"Yes."

"Two weeks and it'll be done. Is that all?"

Wesley straightened his tie. "Just out of curiosity, what would you have done if I refused to play by your rules?"

Schultz opened his jacket to show a gun nestled in a holster on his hip. "I would have shot you."

He turned again and opened the case he pulled from the trunk, extracting a pair of gloves giving off a quiet humming noise. "But this Spider-Man, I already have a feeling he'll need a different approach."

Just as quickly as he came, Schultz was gone with only the lingering sound of his car driving off in the distance.

Seeing as his job was done, Wesley returned to his own car and instructed the driver to head back to the office. As the car took off, he turned to Smythe who was holding a glass of scotch with an unrestrained smile gracing his lips. "What did you think of our hire?"

"I think our employer is trusting you far too much right now. Spider-Man is barely a threat to us. Not like the Devil or the Punisher."

"But unlike those two, we can stop this problem before it becomes something bigger. Call it a hunch, Wesley, but I have a feeling that if left unchecked Spider-Man will turn out to be the biggest threat of them all."

"Then you better hope Mr. Schultz can take him out as promised."

…

The base of operation he chose in New York was a small motel in one of the more rundown areas of Queens. It was secluded and quiet, just the kind of atmosphere he wanted so he could concentrate on his work. Outside of a minor criminal problem in the area, not that it was a concern to him, the police were hardly ever present and he could blend safely in with he street trash. To these people, he was just another vagrant. He liked it that way.

As a child growing up in East Germany, Herman Schultz was one of the more gifted minds in his community. By the age of ten, he had a working knowledge of every electronic his family and his school possessed. By twelve, this extended to the entire community he lived in. Though, to be fair, it didn't amount to a significant amount of tech. Still, though, he was destined for far greater things than his simple, provisional farming life behind the Iron Curtain.

By the time he turned eighteen, his parents decided to smuggle him out of the country and into the West, hoping for more prospects for their gifted son. They eventually made it to America, New York in particular, where he enrolled at Hudson University to study engineering.

But the stress of the move and their new lives took a toll on his parents and they both died of illness two years into his studies. With no way of supporting himself, even with his academic scholarship, Herman dropped out and turned to the growing criminal enterprises in the city for financial gain.

His mind being his sharpest asset, he was able to grasp marksmanship with relative ease and planning even easier. He was able to rise quickly through the ranks of the gangs he ran with, becoming a strategist for a number of the smaller New York gangs that littered the city in the 1980s. But he wanted more. He was meant for more.

Striking out on his own, he was able to find more lucrative work as a hit man for hire, selling his gun to the highest bidder. In fact, it was this line of work that led him to begin creating his own weaponry. More people would be inclined to buy his services if he had something unique to offer.

The shock gauntlets were easy enough to manufacture and use. A simple electrical current running through the gloves to the portion covering his knuckles gave him a melee attack best summed up as brass knuckles meets a taser. An early design flaw on the gloves allowed for blasts of concussive air to be shot out at high, vibrating speeds. Capitalizing on this, he installed a simple trigger and knob to regulate the amount of force he sent out when he used this weapon. He now had a long range attack.

A rival hit man gave him his street name when, during a scuffle, he fell prone to the electric nature of Schultz's punch and could only repeat the phrase "he shocked me".

As he grew older, and slower unfortunately, he began to read up on various styles of combat to make up for his aging. Never being a hardly physical specimen, he focused on the styles of combat made to combat bigger people. Feng Shou became a personal favorite.

And he was a voracious reader. He was always a clever kid, maybe not quite a genius, but always a bit smarter than the average person. And he liked to read. When it became apparent that his physical attributes were not quite up to scratch, he decide to improve his mental abilities in their place.

He read Sun Tzu, Thucydides, Alinsky, Greene, and even Caro. He could play chess on a level up to par with some of the grand masters. If he entered West Point today, he would be at the top of their strategic classes.

He learned stealth, tactics, and intimidation all for the same purpose. He was ready for any job they could give him. And then something strange happened.

First there was Stark, the Iron Man, and that Hulk who rampaged through Harlem. And the good Captain as well. He had never faced any of these threats, but he was a bit curious. With nothing more than his weapons and his wits, could he take on one of these superheroes?

When the Kingpin called on for a job, he thought he would finally have a chance to do so. But he thought it would be against Daredevil. Everyone with any knowledge of the criminal underworld in New York knew about the Devil's obsession with taking down the Kingpin. So, he was honestly shocked when the request was to take on Spider-Man. But, like he told that lawyer Wesley, he would succeed no matter the job.

The first step to this plan was simple. Watch and analyze the Spider-Man. All he had to do was watch a few videos on Youtube and, maybe, follow a bank heist or two. A few days, he would have a clear understanding of how the hero worked and how best to defeat him.

Then he would lure him to Oscorp and complete both parts of his contract at once.

From what he understood, this Spider-Man was quick, strong, agile, and damn good at his job. But so was the Shocker. And the Shocker hasn't failed yet.

…

Liz looked up at Peter with a confused, and slightly alarmed, glance. "Yeah, Petey. What's up?"

Peter was suddenly nervous. Very nervous. He was freaking out, to be honest. He felt inadequate standing there in his faded Ramones shirt and ripped jeans. He wished he had spent more time in the shower this morning. Took better care of his hair other than flipping it to the side. Took the time to make sure his glasses were as clean as possible, even though the glass was entirely unneeded thanks to his powers.

Liz was still staring at him and Peter shivered involuntarily under her gaze. Friday he was unsure of himself, unsure of his actions and his words. Unsure of her motives and her desires. Today, in front of the entire school who were by now now staring at him, his fears were only amplified.

Nothing about being Spider-Man prepared him for this kind of situation. When he was in costume, he could hide behind his mask. It gave him a confidence that he didn't have as Peter Parker. He could trade barbs and punch bad guys with the best of them. New York was his city in a way that few others could understand. And he had sworn to protect it, as Uncle Ben would have wanted him to do.

But he wasn't Spider-Man at the moment. There was a clear separation, even in his own mind, between the hero Spider-Man and the high school nerd Peter Parker. And right now, that nerd might as well have been attempting the impossible.

A few months ago, when the tutoring sessions began, Peter would never have expected to even become Liz's friend. She was the heir apparent to Felicia Hardy, who only tolerated Peter to appease Eddie. The rest of Liz's friends were hardly that magnanimous in their dealings with Peter.

But, as he had been telling himself for the past few weeks, he had grown very close to Liz. She had opened up to him about her wants and her dreams for the future. She had shown him a side of her he doubted even her best friends knew. And before he knew, he had fallen for her. Fallen for her in a way much different than the crush he harbored when she wouldn't even look his way. That was an idealization. An ideal Liz he had made up in his mind as he spent his time daydreaming about even talking to her. This was different. She wasn't the perfect high school cheerleader, popular and pretty, that he watched from afar like Harry and the rest of the geeks and nerds. She had her faults. The Liz he came to know was a bit feckless and too focused on appearances. She was also ashamed of her likes, trying her hardest to fit the mold as best she could. She was flighty and quick to temper and judge.

But she was kind. She was willing to try and learn, even if she needed to get out of her own way first. And she was pretty. She was beautiful really. But that beauty, that true beauty Peter noticed, was only because if the radiant person Liz was. Her personality made her beautiful, not her looks.

And Peter was the first to admit he wasn't perfect. He was also quick to judge and condescend to anyone he felt beneath him, which was most people. He was bitter at times and sarcastic to a fault. And he felt the world owed him something because smarter than average. Well, he was beyond smarter than average, but that was hardly the point. It often felt as if the world broke and only Peter understood and had the abilities needed to fix the problem. That arrogance was going to get him hurt one day.

So, here they were, two imperfect people. And Peter was terrified.

"Petey, do you want to sit down?" Liz asked, eyebrows raised as she motioned to the seat across from her.

Peter didn't honestly know how long he had been standing there. It could have been a few seconds, it could have been a few minutes. But he blushed rather darkly and nodded all the same. "Sorry, I think I spaced out there for a minute."

"It's okay. It isn't the first time that happened," Liz chuckled.

Peter chuckled as well, sitting down. He wasn't sure if it was in his head or not, but it seemed as if the entire cafeteria had gone silent around them. The only thing he could hear was the pounding of his own heart against his chest. It was much faster than normal, but still oddly rhythmic. Peter felt it mirrored his own anxiety perfectly. He shouldn't be this nervous, it was just Liz.

"You said we needed to talk Petey?"

"Huh... oh, yeah," Peter replied, running hand through his hair. He straightened his glasses on impulse and continued. "About Friday..."

"Look, it's fine Petey. I understand," Liz cut him off. "You don't owe me an explanation."

"What?"

"I'm sure you would prefer to be with a smarter girl than me. One that didn't just break up with her boyfriend and didn't come with all this baggage."

Peter was floored. She thought he came over to turn her down? What other girl did she think he was even interested in?

Peter watched her eyes for a minute as they flickered over to the drama kids. Peter followed her gaze until they both landed on a redhead, sitting at the end of the table, bobbing her head to whatever was blaring out of her headphones. Mary Jane.

"Liz," Peter began, pulling her attention back. "I'm not interested in Mary Jane like that. She's just a friend."

The idea that Liz thought Peter had come over her to tell her he was interested in some else was insane. The fact that she thought he wouldn't want to be with her was insane. But the fact that she was just as scared as he was. And, in spite of himself, he laughed.

"Well," Liz huffed, crossing her arms across her chest. "Glad to know you find this so funny Petey."

Peter smiled. "No, it's just... I was terrified coming over here. It's nice to know that I'm not alone in that sense. I figured you would have reconsidered. Choosing me means losing your popularity and, possibly, your friends."

Liz rolled her eyes. "If they want to throw away our friendship because I want to date you then what kind of friends were they to begin with?"

"And what if everyone starts talking? You just weathered one gossip storm, you sure you want another?"

"What do I care what some kids with no lives of their own say about me? Screw them."

"You sure?"

"Petey, I've lived for too long caring about what others think about me. The other day I was talking to my brother and he wad telling me a story about a girl he missed out on because he wasn't willing to be himself until it was too late. I don't want to miss out on this chance."

Again, Peter was surprised. He never would have expected Liz to bare her soul to readily to him, and in public no less. She had more courage than almost anyone he knew and he owed her the same as well. "To tell you the truth, I'm scared Liz. Scared than I'm going to screw this up. This kind of thing is really new to me and the last thing I would want is to hurt you in any way."

"Petey, this is new for me as well. Flash and I, we were kind of forced together by necessity. It was expected of us. I doubt either of us felt anything real there. I know I didn't. But with you, it feels real. It feels like this could be something serious. I sound pretty mushy, don't I?"

"No, I get it. This is real for me as well, Liz. Whatever is here, I want to see where it goes. I want to try this. For real. I want you to be my girlfriend."

"Then, what choice to do I have but to accept you proposal Mr. Parker?" Liz replied with a smirk. She glanced around, making sure that all eyes were still on them and kissed him squarely on the mouth.

Ignoring the shocked gasps that came from around them, a nearly paralyzed Peter was finally able to respond to the kiss, just beginning to get a feel for rhythm before Liz pulled away with a sly grin on her face.

"There," she said with a smile. "Let them talk. Coming?"

She held out her hand for Peter and the two walked away from the cafeteria, leaving a surprised, to say the least, student body behind them.

End of Chapter Fifteen

A/N: Hope everyone liked this one. Let me know.


	16. Chapter 16

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man

Chapter Sixteen

"What time will your aunt be home?" Liz asked, a playful smile etched across her face.

The two were currently sitting in Peter's bedroom, right after school, as they had done for the last few days since they entered their relationship. So far, they had not gone any farther than a few chaste kisses, in large part due to Peter's incredibly limited experience and Liz not wanting this to be all about physical activities. She had no problems with the physical activities, nor should she, but there was a chance for something deeper with Peter that she wanted to explore.

Peter, on the other hand, found himself in the rare scenario with Liz where his book smarts wouldn't provide the answer she was looking for.

"Um... I don't know. She usually gets home around five or so. So, we maybe have an hour," Peter replied in an uncertain manner. In truth, Aunt May's return from work was often at the mercy of the day's traffic. But Peter had grown accustomed to that. That was hardly the reason he felt so uncomfortable.

Liz was staring at him in an almost predatory manner and he, at least to himself, admitted he liked it. It was nice being the object of affection for a girl who very well take his breath away. It made him feel good about himself in a way that was uncommon for him to experience. He wasn't Eddie Brock. Girls didn't often show interest in him outside of needing help on their homework. And even then, it was always with the stipulation that they would only be friends, maybe. To finally have a girl look at him the way Liz was looking at him now made him feel empowered in a different way than being Spider-Man. It made him feel special.

The, admittedly, fantastic opening riff for "No Matter What" by Badfinger was the only sound in the room for a brief minute. And while it was a love song of sorts, Peter realized that it wasn't the type of song he needed for this sort of mood. If he was being honest, he never expected this sort of mood to be one he would ever notice. At least not while he was in high school. He and Harry had long speculated about the kind of girls they would meet in college. The kind of girls who would appreciate Peter for his brains or Harry for his... well, Harry was working on a defining characteristic. But that was all wish fulfillment stuff. The kind of daydreams teen boys have when they bullshit together to seem more experienced than they actually are.

But right now, Peter found himself in a situation where mood music would be appropriate and he was at a loss. Maybe he should have talked to Eddie before Liz started to come over every day. Though Eddie usually had something almost witty to say about Peter and his girl problems, when Peter needed help the older teen was always there. And, now more than ever, Peter needed help.

 _"Shit Parker,"_ Peter thought with an inward groan. _"Liz is gonna expect some kind of clever line or turn of phrase. But I honestly got nothing. Great time for my mouth to go on vacation."_

"I like this song, Petey," Liz said with a smile. She got up from the bed and danced around the room to the music, throwing a smirk over her shoulder in his direction. Then, without warning, she started jumping around the room to the beat of the song, giggling all the while.

"Come on, Petey, I can feel how tense you are from over here. You need to loosen up. Tell me what's wrong with you."

Peter looked up and gave her a weak smile. "You're right. It's just... wow, this is going to sound lame. But... it's just... I don't know what I'm doing, okay? In any of this."

He blurted the last part out as quickly as he could, stumbling and red-faced all the while.

" _Dammit, you're supposed to be a superhero."_

"Is that all?"

"What?"

"I'm not expecting you to be a genius at everything, Peter. I'm not expecting anything, really."

"What do you mean?"

"Relationships take work and effort. They're hard. And this one is brand new. Your first girlfriend is always going to be challenging," Liz said in a mock sage voice, before smiling at Peter again.

Now it was Peter's turn to raise an eyebrow. "And how do you know you're my first girlfriend? I'll have you know plenty of women comment on how much of a catch I am. My aunt, in particular, tells me I'm really special."

Liz laughed. "See, there's that humor that got me hooked. But, seriously, Petey how many girls at school even talk to you other than me?"

"I don't know... Mary Jane, I guess," Peter replied with a dismissive wave of his hand.

The smile on Liz's face died instantly.

"Did I say something wrong?" Peter asked, honestly confused at the murderous glare he was receiving. Just a minute ago they were joking around.

"Why don't you ask Mary Jane?" Liz responded with a huff.

Then it clicked for Peter. She was jealous of Mary Jane. He had two options in front of him. He could either continue to play off her jealousy or tell her there was nothing going on between him and Mary Jane. He knew what the cool guys would do. He knew what Flash would do. He wasn't going to do that.

"There's nothing between me and Mary Jane, Liz. We're just friends."

"Friends with the prettiest girl in the history of high school. Yeah, right."

Peter got up from the bed and approached his girlfriend. "I promise, just friends. Is she pretty, sure, I'd be lying if I said otherwise. But, we wouldn't work as a couple. We're just not in sync like that. And, there's one more thing."

Liz looked at him with slightly dubious eyes. "What's that?"

"I fell for you."

"What?"

"I don't have feelings for Mary Jane, because I have feelings for you, Liz. Only you."

She smiled at him. "Good line, Petey. Are you sure you haven't done this before?"

"It wasn't a line. I have feelings for you, Liz. It's impossible for me to even think about her like that."

He pulled her into a hug and a chaste kiss which she returned. "I guess you were right, Liz."

"About?"

"Relationships take work on both ends."

…

The day day at school, after dropping Peter off at his Honors English class, Liz approached her own locker. She had Bio this period. And, she had to admit, her grades had improved to the point where she was hoping to more up into Honors Chem next year, instead of just regular Chemistry. She knew the work would be harder, but she had begun to like studying science. Or, rather, she liked studying science with Peter.

The other problem with the regular academic class was approaching in the form of her best friend, Sally, and her boyfriend, Rand. Following behind, with an arrogant smirk as always, was Flash.

Since her decision to date Peter, Liz had barely spoken to the "popular crowd". In fact, she had spent more time around the likes of Harry Osborn than she did around her friends. While she still talked to Glory and Rand, when he was alone, she hadn't said more than passing words to Sally during cheer leading. It was painfully obvious to all who knew about the situation( read: the entire school) that the two girls were avoiding each other. It was also painfully obvious that Sally felt Liz dating Peter should have been enough to remove her from the cheer captaincy next year, despite Felicia and the coach's refusal to change their minds.

But as Liz watched the group approach, she could tell the other girl was looking for a fight. Liz had known Sally long enough to get a pretty accurate read on her body language. And the spark in her eye screamed out that she was itching to fight Liz.

For the last few days, Sally had been increasingly hostile towards Liz whenever she saw her. It started small. Taunts and jokes. Liz had decided to take the high road and not respond to the girl. However, that only seemed to encourage Sally to do more.

Although Liz participated in the bullying process up until recently, she was never the major instigator. It was always Sally. But, she had been involved enough to know the signs. The arrogant swagger. The look of restrained glee. They were both their in abundance. Sally was going to make some passive-aggressive, or just plain aggressive, comment and expect that Liz would act like any of the unpopular kids at school. But Liz wasn't one of those kids. And it was high time that Sally remembered her place.

The three students, Rand looking thoroughly uncomfortable, approached and Sally began as Liz thought she would.

"Hey, Liz," Sally sneered. "How is it slumming it with the nerd squad?"

Predictably, Flash chuckled behind the girl and Sally grinned.

" _Stay calm. Don't even acknowledge her. Talk to Rand, that will do more damage than responding to Sally."_

"Hey Rand," Liz began. "How is it slumming it with the short bus?"

The statement drew a lot of laughs from the students that had been watching the scene unfold. And though it was wrong to go there, and Liz felt remarkably guilty for saying it, she wanted this over soon. She needed Sally to crack and get angry first.

"What did you say?!" Sally shrieked.

Mission successful.

"I asked Rand how it felt to date someone as slow as you," Liz responded in a bored tone. "Or do I need to use smaller words next time?"

"Listen, here, you..." Sally began.

"That's enough," Rand out in, holding out his arm to stop Sally from approaching Liz further. "Let's just go to class. We don't want detention for causing a scene, do we?"

Sally allowed her boyfriends to pull her away, but not before sending Liz a withering glare. Flash stopped for a second and turned to Liz, looking like he was going to say something as well. The emotions played across his face, and for a second Liz thought she saw sorrow stretched across his features. Liz wanted, watching for whatever he did, before Flash set his mouth in a grim line and walked into class.

The rest of the crowd left as well, seeing as a cat fight was not going to break out in the hall. The moment she was alone, Liz sunk against her locker and sighed.

…

In his readings of Sun Tzu, Shocker had taken one truth to heart more than others. The best way to defeat an enemy was provided by that enemy themselves. He would never confront Spider-Man without an understanding of the man beforehand. That was the biggest mistake that fool Mysterio had made. He made his move too soon. He had called Spider-Man out, believing himself to be the superior combatant. Another mistake Sun Tzu would have frowned upon. One should never consider themselves the better fighter unless it was a known fact to both combatants. Arrogance is the single biggest cause for mistakes. Shocker himself had taken out numerous people with superior fighting abilities by playing on their arrogance.

Mysterio also seemed to lack a plan in the beginning. He stood in the middle of street and preformed parlor tricks to get Spider-Man's attention. He didn't have a trap set-up. There were no hostages. Nothing to take Spider-Man's focus away from the fight. Another mistake.

His fight at Oscorp was slightly better. Holding Osborn hostage was a good move. But, from what Shocker read, Mysterio never capitalized on having a hostage. The hostage was never in any danger, other than being in the periphery of a fight between two super powered individuals.

Shocker wouldn't make the same mistakes Mysterio made.

He had planned the perfect bank heist. Some local small timers, no one of importance. A bank out of the way. Perfect for attracting the attention of Spider-Man.

This was phase one of his plan. Analyze Spider-Man's fighting patterns and movements. YouTube videos could only get him so far. He needed a personal view of the subject he was hunting.

He contacted the criminals through an alias. One of many disposable aliases he had. No reason to burn something he could use later. They would never know they would never know they were working for the Shocker. And, hopefully, he would keep his clean, real name out of the grime for a while. He needed to look into how the Kingpin had discovered his identity. It wasn't good to have that information out in the open.

After contacting the criminals, he had offered them $50,000 to rob the bank straight up. If they succeeded, they would get half of whatever they managed to rob. The $50,000 was easy enough to part with. No big loss on his end. And, he didn't expect them to succeed, so it wasn't like he was taking a loss on that end either. No, he banked, pun intended, on these guys believing he was a first time planner. The criminals who accepted the job believed they were smart. The best kind of marks, if you asked him. Arrogance and stupidity were a wonderful combination.

He settled on two criminals to contact. Just enough information to understand Spider-Man's fighting style and abilities. Not a big enough crew for anyone to get suspicious.

Over the phone, and a voice changer of his design that modded his voice only slightly, he gave them a time, noon, and a place to drop his half of the money when they completed the job. He expected them to try and stiff him when the time came. It didn't matter. They weren't going to succeed anyway.

On the day of the bank job, he dressed in an overcoat, tan, and a decent suit and went to the deli across the street from the bank. Ordering himself a nice Reuben on rye and a Coke, he waited and watched over the top of the newspaper he pretended to read. Unless someone was particularly scrutinizing his personal details, they would never know how intently he was watching the bank. And why would they analyze him? He looked like any other middle-aged man on his lunch break from wherever he worked in middle management. The further benefit of scheduling the heist for noon.

At exactly noon, Shocker smiled. Across the street, he could hear the bank alarms going off and the panic from the other patrons in the deli rang in his ears. To protect his interests, he feigned panic along with everyone else and rushed to the window of the deli to see what was happening. He loved it when the bystanders made his job easier. Now, all he needed to do was wait for Spider-Man to show up.

But he never did.

Despite the commotion, and the eventual police chase, Spider-Man never showed up to foil this robbery. He doubled back to the meeting place he had proposed to the criminals and, as expected, found none of the loot left for him. Typical.

But that hardly mattered now. It was a calculated risk that he was willing to take and the fifty grand hit he took was nothing in the grand scheme of things.

There was something else that needed his attention.

Why didn't Spider-Man show up? Was he busy? Or did he not know about the heist? Or did he simply not care?

But then a thought struck Shocker so simple that he almost smacked himself. Spider-Man had some sort of job, or engagement, that kept him busy at noon. Too busy to notice something going on in the city.

This left him with one viable course of action. Part one: Plan a new job that takes place during the evening. And this time, he could fight Spider-Man by himself. If he killed the hero, good, but that wasn't necessary. Worst case scenario, he learns something that can be useful for when he actually means to kill the hero at Oscorp.

He should have known better. When one wanted recon done right, they did it themselves. Shocker wasn't going to make that mistake again.

End of Chapter Sixteen

A/N: Sorry it's been a long time everyone. And sorry for the shorter chapter. This was very much just needing to set up the night few chapters and the conclusion to the story. I hope everyone enjoyed it though.

Herman Schultz/ Shocker

Age: 45

Hair Color: Brown

Eye Color: Brown

I.Q.: 145

Schultz was born in East Germany and lifted the typical peasant farmer life until his parents were able to smuggle him to America to study. After their deaths, he turned to crime as a way to support himself.

Schultz is a shrewd and clever man, one who believes that in order to win, you must be the most educated person in the fight. Power is fine, but power alone cannot beat planning. Since he left his prime, Schultz has made up for his declining physical abilities by studying marital arts and tactics. If one is not the most powerful, one must be the best prepared.

Above all else, Schultz is a professional. He cares nothing for the thrill of the fight, only for the paycheck he can receive. He won't take a risk unless he can benefit from it directly and would prefer others get their hands dirty before he does.

Since creating his gauntlets, Schultz now has the power to back up his tactical mind and maybe one of the most dangerous criminals in New York.


	17. Chapter 17

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man

Chapter Seventeen

Peter exited the school the same way he did every day, headphones on and oblivious to the world. It hadn't been a particularly stressful day, but he was tired nonetheless and ready to go home. The rest of the students rushed past, but Peter decided to take it slow. It was rare that he didn't feel the desire to web sling home, but Liz had practice this afternoon and Peter found himself with a bit of free time. Once got home and threw his stuff done, he would probably patrol for a few hours and make sure the city was safe. But that was about it.

Since his bout with Mysterio at Oscorp, the criminal element had largely stayed away from areas in which they knew Spider-Man could be found. A vigilante was one thing. They could be fought. A hero who could take on super villains, that was something else entirely. It was New York, it wasn't like crime was eradicated. But there had been a noticeable decline in the amount of criminal activity as of late. And that made Peter happy. And it made Ned Leeds happy. And that also made Peter happy. A pleased Ned wouldn't be spilling his secret anytime soon and Peter could keep his promise of helping the little guy. This "break", so to speak, had now extended to the first day of Christmas vacation.

It was also beneficial for his new relationship. Peter had realized early on that maintaining this secret and dating Liz would be difficult. But it was manageable if done correctly. His job at the Bugle gave him ample reason to duck out of events early if he needed to act as Spider-Man. He hated lying to Liz, but he felt that it was for the best. He didn't want to drag her into this part of his world unless there wasn't another option. He didn't want to see Liz hurt. And he just knew that this secret would hurt Liz in more ways than one.

Despite the sun beating down overhead, the chill in the wind was enough for Peter to pull his uncle's old pea coat around him further. Even with the sweater and jeans he was wearing over his costume, the cold New York winter could still manage to get to him. He needed to be careful; it wouldn't do to get sick when he needed to be helping people on the streets.

Just as he was about to finally put some music on and enjoy his otherwise bitterly cold walk home, Harry and Eddie appeared at his side, both wearing large grins.

"Will you look at this Osborn? It seems we finally found Pete away from his girlfriend for the afternoon. I say we kidnap him and do unspeakable things to the corpse."

"I don't know Eddie. Hiding the body could be a real bitch."

Peter rolled his eyes, but smiled. "You two are hysterical. Real comedians."

Eddie snickered. "It's good to see Liz hasn't robbed you of your rapier-like wit."

Peter smirked. "I learned from the best."

"The sarcasm from the two of you is just amazing, you know that?" Harry joined in, throwing his arms around both of them.

"Hey, Pete, did Osborn find a sense of humor?"

"I believe so, Eddie. Who would've figured?"

A limo pulled up to the school, stopping in front of the three boys.

It was Harry's limo. Well, his father's limo. But the three boys were used to this by now. After all, it wouldn't do to see Norman Osborn's son walking home from school. No, they had an image to protect.

Normally, the driver of the limo would rush out of the vehicle and make sure he had the door opened for Harry before Harry had even made it to the car. Today, however, was different. The door to the backseat opened first and Norman Osborn stepped out, phone attached to his ear.

"Dad?" Harry asked, clearly confused by this turn of events. Peter could understand why. The last time Mr. Osborn had picked Harry up from school was the first day of kindergarten.

Mr. Osborn held up a finger and silenced his son. "Yes, just get the specs to Otto as soon as possible. Thank you again for your time, General. Good day."

He closed the phone and turned to the three boys. "Sorry about that, but a general in the United States Army is not someone you just hang up on."

"Dad, why are you here?"

"I have the rare day where the rest of my business can be concluded from home and I promised your mother I would take her Christmas shopping. As much as the woman likes to shop online, it's good to humor her every now and again. Keeps things civil. As for why I'm outside your school, I have a proposal I wanted to discuss with Peter."

"With me, sir?" Peter asked, clearly surprised. He spared a quick glance over to Harry who was glaring down, seemingly trying to burn a whole through his shoes.

"Yes, of course. You see, Peter, every summer Oscorp runs an internship for some of the best and brightest New York schools have to offer. This program is offered to high school juniors who have been shown to succeed in the sciences far beyond what is normally expected of someone their age. It is, of course, a very exclusive internship. Only two are offered a year. Normally, the two students selected would work with the one of the top scientists at Oscorp, but this year is different. I will be mentoring one of the students personally. And I would like that student to be you, Peter."

"Peter would love to..." Harry began.

"It's rude to interrupt others when they are speaking, Harry," his father admonished with a stern, withering glare. Harry immediately went back to looking at his shoes. "So, what do you say Peter?"

Peter was stunned. Sure, he knew he was gifted in science. Everyone who knew Peter knew he was gifted in science. But he never thought Norman Osborn knew about his talent, or cared. To hear that one of the wealthiest men in the country was interested in being his mentor was flattering. And it could open opportunities for Peter that he had only dreamed of.

On the other hand was Harry. Peter felt guilty for the positive attention he received from Norman Osborn. He had felt this way since had been friends with Harry. Especially since Harry only received scorn from his father.

Deciding he needed to be diplomatic about this, Peter smiled at the older man. "I'll have to go home and discuss it with Aunt May, sir."

Mr. Osborn nodded. "A wise answer. Let us drive you home and we can discuss the venture further with your aunt together."

Eddie chose this moment to intercede. "Actually Mr. Osborn, Pete and I have plans already and my car is just over in the student lot. Thank you for the offer, sir."

Mr. Osborn seemed irritated for a brief moment and his eyes flickered menacingly over the form of Eddie, before he seemed to finally compose himself and nod. "Very well. Do make sure to talk to your aunt as soon as possible Peter, the offer will not be around indefinitely. Come along, Harry."

Without even another passing glance, Mr. Osborn returned to the car, Harry following behind, eyes still glued to the ground.

"Bye, Harry," Peter called, only to receive a halfhearted wave in return.

The two boys stood there for a minute and watched the limo drive off, before Eddie spoke again. "I don't know what it is, but that guy really gives me the creeps."

"Yeah, I know," Peter responded. "Thanks for bailing me out back there, I didn't know what to say."

"No problem, Pete. Listen, let's grab a bite to eat and then hit the comic book shop and we can discuss it if you want. Despite Osborn being a total creeper, the offer is a really good one and I can tell you're overthinking it. Besides, we haven't had a bro day since you got a girlfriend and it's past time I gave you some pointers. Everyone knows I'm the one looking out for you and if you suck it's gonna look bad on me."

"Where were you the other day when all I had to play for her in the vein of romantic music was Badfinger?"

"Badfinger?" Eddie repeated with a snort. "You poor child, it's worse than I thought."

…

Peter and Eddie sat at one of the tables in Nelson's Deli, a local secret that only the residents of Forest Hills knew anything about. They were lucky today, it was before the dinner rush and they were the only two in the restaurant. Old Man Nelson was nice enough, having known the two boys most of their lives, if you could get past him crowing about his son, the defense attorney.

"And I'm tellin' ya boys, he and that partner of his, Matty, the two best lawyers in the city. Of course Franklin is the better lawyer, but I might be biased. And those two are so humble. Even with all their fame and ability, still workin' out of Hell's Kitchen," the older man said with a grin. He paused and turned back to the counter of the deli when someone called his name. "I'll be back to get your order in a minute. The old lady is callin' for me."

After he was safely out of earshot, the two boys cracked up a bit.

"You know how you know Old Man Nelson is old school?" Eddie asked. "He still calls Clinton, Hell's Kitchen. That area hasn't been that bad for forty years. It's not a bastion for the working class anymore. It's a bunch of finance guys and actors now."

"Let him have his fun," Peter responded. "What else does he have to talk about?"

"His super lawyer son who's gonna cure cancer, become president, and marry a supermodel."

"Fair enough."

The two sat in silence for another moment.

"So, listen Pete," Eddie began in a more serious voice than before. "You wanna talk about Osborn's offer."

"I don't think I'm gonna take it, Eddie."

"I figured you were gonna say that. If you want my opinion, I think this opportunity is too good to pass on."

Peter wasn't surprised by Eddie saying he should take the internship. Eddie was always looking out for Peter's best interests. And the internship would be huge. It could help with college and even a future career. But there were other factors to consider. The first was his life as Spider-Man. He didn't know how much time he would need to devote to the internship and his first priority needed to be helping the people of the city. Any less would be shaming Uncle Ben's memory. The second was his photography job. Peter liked having extra pocket money that he didn't need to bum from Aunt May. And cutting into that could hurt his future date prospects with Liz. Not that he felt Liz was shallow enough to dump him if he didn't have a job, but he wanted to be dependable for her. Third was his relationship with Liz. It would cut into the time they could spend together in the summer. Peter didn't like the idea of Liz having nobody around her, especially if her supposed friends continued to be such incredible d-bags. Finally, there was his friendship with Harry. Even though Harry tried to throw Peter at the internship earlier, Peter knew it was only to appease Harry's father. Peter spending most of his days right alongside Norman Osborn wouldn't sit well with Harry and it could damage their friendship and, more importantly, Harry's already fragile sense of self. He decided to voice the last of these concerns first.

"What about Harry?" Peter asked, banking on Eddie understanding just how loaded of a question it really was.

"I get it Peter, but if he's really your friend he'll understand. He might be pissed at first, but this opportunity is yours because of abilities you have that Harry doesn't. That I don't. I've known you your entire life Pete and I've never seen you fail at anything remotely related to science. You understand these concepts better than most men who have worked on it their entire lives. Harry understands that too. He can't be mad at you for exploiting your abilities. He has other talents and, hopefully, Norman Osborn will see that some day. But even if he doesn't, that isn't your fault. Liz will see it the same way, because I know you'd be bringing her up next. Anything else bothering you about this decision?"

Well, Peter wasn't ready to broach the subject of Spider-Man with Eddie, or anyone for that matter, so he went with the weakest of his arguments. "There is my job at the Bugle."

"Do you want to be a photographer for the rest of your life Pete?" asked Eddie with a pointed stare. They both knew the answer to that question.

"No."

"Then it doesn't matter. And if you're worried about cash, I believe this is a paid internship. I doubt Norman Osborn would let these minds be poached after they graduate college. He's gonna do everything in his power to ensure that OsCorp is their first destination for a job in the future. You really have no reason to say no. You know?"

"I guess so. I'll run it by Aunt May when I get home."

The roar of sirens rushing down the street stopped the conversation for a minute and the two boys turned in confusion to follow the noise. More sirens quickly followed, as did a panicked mob of civilians rushing in the other direction.

"Boys," Nelson called, rushing over. "There was an attack about two blocks east. Some wacko who was shooting air bullets or somethin'. They're evacuating the entire area. We've got to go."

Both boys jumped from the table and followed the older man outside.

Peter glanced around the crowd as it shuffled down the street and away from the scene. Someone shooting air bullets? The police couldn't handle something like that. He needed to get there and soon. But first, he needed to get away from Eddie, a task easier said than done as Eddie went straight into protective big brother mode.

He grabbed Peter by the arm and started to pull the younger man after him. "Come on Pete, we've got to get out of here."

Peter let himself get dragged for a few feet as he searched for a way out of this situation. _"It's a good thing I'm wearing my costume under my clothes like always. That will make it easier when I can get away from Eddie. Hopefully, he runs into someone in this mob and I can jar my arm away. If not, I'll have to steer him into someone. Either way, I need to get away and deal with whatever is going on. Hopefully, I can also get a hold of Ned. He may have a better idea of the situation."_

Eddie continued to navigate his way through the crowd when Peter found his opening. Thirty or so people were congregated, trying to split into two separate directions as they moved away from the scene. Peter could also see a cop directing the flow of the crowd. The moment Eddie hit the crowd, and a random stranger's shoulder, Peter jarred himself from Eddie's grip and allowed himself to be carried away from his friend.

"Pete!"

He could hear Eddie calling, but he didn't turn around and switched his phone off to avoid Eddie calling him. _"Well, there goes hitting Ned up for information. But, it needed to happen. Sorry, Eddie, but duty calls."_

…

In his suit, but still holding his camera, with his street closed stashed hidden on a billboard advertising Stark Industries, Peter swung through the New York air back to the whatever was happening. Maybe the police had the situation under control. Maybe they didn't. Maybe the Avengers were there. Peter didn't know. But he did know that he could help out and that was all that mattered.

Arriving on the scene, he noticed the police had put up a blockade about a block in any direction form the center of a traffic square. Standing in the square was a figure, dressed in black from head to toe, holding up his hands in a threatening manner.

"Listen, and listen well, no one here has to get hurt. But, if you interfere, I will kill you without question. All I want is Spider-Man," The figure said. "When he gets here, don't get involved or there will be causalities."

Peter's eyes widened when he heard his name come from the criminal. _"Well, that's typical."_

He took stock of the surrounding officers, noting they were in riot gear, and nodded. It looked like they were taking this seriously, at least.

His eyes continued to scan the surrounding crowd until, by some fortune, he found Ned angrily talking on his phone, isolated and near an alley.

Landing next to the man and in the shadow of the buildings Ned was standing by, he tapped him on the shoulder. "Hey,"

Ned jumped slightly. "Jesus, kid! Don't sneak up on me like that."

Peter winced. "Sorry, I didn't want to alert the crowd or the cops."

"It's good you're here. Any reason you haven't been answering your phone?"

"Yeah, I was with a friend when this went down. I had to avoid him somehow."

"Makes sense," Ned nodded. "Ignore the angry messages I left you. And delete them when you get the chance."

"So, what's going on here?"

"The usual. Some nutcase in a costume calling you out. What did you do to piss this one off?"

"Like always, I have no idea who this is."

"Anyway, kid, be careful out there. And give me your camera, I'll get your shots for Jameson. He called earlier to make sure you were down here."

Peter handed the camera over and nodded. "Thanks Ned, again."

"No problem. Just take care of this quick."

…

Peter landed in front of the villain, who nodded in greeting.

"Spider-Man," the villain said in a short, clipped tone.

Peter took a minute to look over his opponent. The man was a bit taller than Peter, but so were most, and covered in a black costume. Looking closer, the mask the man wore had eye pieces of a similar nature to the ones Peter wore himself. The costume was of some material Peter couldn't identify with just a cursory glance, but there seemed to be insulation sewn through. On his arms were a pair of gauntlets, silver, with some kind of dial on the wrists and a small humming emitting from them. _"Those must be whatever he is using to produce these 'air bullets' Nelson was talking about. And they seem to be electronic if that hum is any indication. Shit, better stay away from his hands until I can find some way to get around that."_

"Well, you have me at a disadvantage. Who are you?" Peter asked.

"They call me the Shocker."

"The Shocker?" Peter asked in an incredulous tone. "Really? What, was Finger Bang already taken?"

"Cute."

"Listen, I'm sure there's a story behind that name that is filled with Freudian symbolism, but I need to ask: What did I do to you?"

"Nothing."

"So, this is for shits and giggles?"

"No, it's for a paycheck."

"A paycheck?" Peter responded in a flat tone. "You want to kill me and possibly level half of New York in this fight for a paycheck."

"Yes."

"Well, I hope it's worth it."

The Shocker didn't respond, instead he flicked the dial on his gauntlet and sent an air blast at Peter. Luckily, Peter's Spider-Sense alerted him to the danger and he was able to jump to the side and dodge the attack.

The Shocker again sent another blast in Peter's direction, who was able to dodge.

"If that's all you got, this fight is over. Why don't you head home and come up with a better name. I'm sure we've both got better things to do."

Again, the Shocker just fired another air blast in Peter's direction.

Peter was able to dodge the majority of the attack, but the vibrations that hit him caused him to stumble a bit. _"So, he's sending out shock waves with those gloves. At least that explains the name. I could try to web him up, but there's no guarantee I'll hit him if we're both launching attacks at once. Worse still, there are still cops on the scene and one of them could get hurt. I should try and move this fight somewhere a bit more quiet and then get close and finish him off."_

"Hey, Finger Bang," Peter called out with a chuckle. "Why don't we take this somewhere private and you can show me how you got that name?"

Without waiting for an answer, Peter shot a web and launched himself off the ground. Once he had swung a few feat, he turned to see the Shocker still giving chase on the ground.

Nodding, he turned his attention to a nearby apartment building, equipped with a fire escape, and pulled himself on to the roof.

" _Good, that should give me a few minutes to come up with some kind of strategy to fight him."_

The Shocker paused at the base of the fire escape, before turning the dials on his wrists. Then, surprising Peter with the cleverness of the solution, he blasted himself off the ground using the shock waves as a propellant to get airborne and grab the railing of the top level of the fire escape. Quickly, the villain pulled himself to the roof and stared down Peter, before turning the gauntlets down again.

"What?" Peter asked. "Afraid you're gonna hurt me?"

"No."

" _Might as well end this now,"_ Peter though grimly, before rushing in for an attack.

He reached the Shocker within a few seconds and threw a quick right, catching the villain in the chin. The Shocker stumbled back a bit, but was still coherent enough to dodge the next blow Peter sent his way.

Peter swung again, catching only air, as the villain contorted himself to dodge the blow and send a kick of his own.

Jumping back a foot, Peter regrouped and the two squared off with each other. _"He might be more skilled than I thought. Gotta end this quick."_

Again, Peter brought himself closer to the villain and swung. This time, the Shocker caught Peter's fist and flipped him over his back, sending Peter skidding across the roof.

The Shocker moved forward and kicked Peter to the edge of the roof and off, sending Peter tumbling toward the ground.

Dazed, but still somewhat with it, Peter managed to shoot out a web and swing himself back on the roof, this time with a few feet between himself and the villain.

" _I can't stay far away and trade pot shots with him. And he's a good fighter. My only choice is to overpower him with this next blow. Better make sure I punch him toward the roof, I don't need to become a killer."_

Peter was vaguely aware of the sound of an approaching helicopter, but ignored it. It had to be the news or something covering the fight.

Steeling himself, Peter rushed forward to the villain and punched with all his might, his eyes widening when his attack sailed right over the Shocker who ducked just in time.

It was then that Peter realized his mistake.

The sound of the helicopter got closer, but Peter wasn't concerned with that. He had extended himself too far in his attack and now he was wide open. Worse yet, the gauntlet Shocker was wearing was crackling with electricity.

Peter felt a white hot pain rush through his stomach as the Shocker punched him. Another two blows came in quick session, each taking the air from Peter. A fourth came against his arm, easily dislocating his shoulder and increasing the already escalating pain further. The fifth hit the same punished shoulder. The sixth was a blow to his rib cage, cracking two of them easily. The seventh, another to his gut. Peter dropped to his knees and was about to fall completely, but the Shocker grabbed him by the head to keep him at fist level. The next blow Peter felt was an electric fist to the face, disorienting him completely.

Peter was dazed, hurt, and his senses were out of whack. Worse yet, he was about to be killed.

The next blow that came was also electric, and was also against his face. This time, however, the Shocker let go of Peter and he spun backwards, hitting the roof at a sickening angle and crumbling to the ground a few feet away from the villain.

" _Well, this is it, huh? Aunt May and everyone are gonna be pretty sad. I'm sorry I couldn't keep my promise, Uncle Ben."_

Peter was able to vaguely lift his head to watch the villain come closer. Any second now and that would be the end for Peter.

But, suddenly, the villain stopped.

"It's not worth the effort right now. I got what I needed," the Shocker said. He raised his arms and shot another shock wave out, but straight over Peter's head. Peter looked up as he felt the vibrations pass over him, but when he turned back the villain was gone.

Peter groaned and pulled himself up to his knees. Taking a second to steady his head, he shakily pulled himself to his feet to go after the villain. The moment he made to move, however, a strong hand fell on his shoulder, halting him completely.

"I think not, young man," a commanding and rich baritone said from behind him.

Peter turned around and nearly gasped. Of all the things he thought he would see today, this was as far down the list as any of them.

Standing a few feet away from Peter, in front of a black helicopter, was a figure he knew well. Everyone in New York could pick out the red and gold armor that signified Tony Stark, the Iron Man. Standing next to him, and with his hands on a pistol, was an older man Peter didn't know. He was bald, dark skinned, and wore an eye patch.

But the figure holding Peter with his hand on his shoulder was more famous than even his companion Iron Man. He was tall, and well built, wearing a star-spangle colored, modified military uniform and carrying a round shield of the same color scheme. On his face was a mask with an 'A' embossed on the front. But Peter could see his eyes, blue, and knew from their firm, steely gaze that he wouldn't be moving until they wanted him to.

The man was a soldier out of time and the most legendary hero alive. And Peter knew better than to pick a fight wounded. Hell, even at full strength he doubted he could fight Captain America.

End of Chapter Seventeen

A/N: Shocking, I know. Ignoring my puns for the moment, I hope everyone enjoyed the chapter. More to come soon.


	18. Chapter 18

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man nor any property mentioned herein.

Chapter Eighteen

Peter was itching to go after Shocker. He had never been so thoroughly beat in a fight since becoming Spider-Man. He was hurt, broken, really, but he wasn't one to give up. New York needed him.

However, the imposing figure of Captain America was keeping him in place. And if that wasn't enough, Iron Man and some Secret Squirrel looking guy were with him.

Despite his willing desire to go after the villain and put him down, Peter knew he was too injured to put up any sort of fight. He had a couple cracked ribs and a dislocated shoulder, not to mention a ton of bruises on his stomach and face. He probably looked like some kind of Picasso painting.

Still, though, he bristled with the indignation of being held against his will, even if the one holding him was the good captain himself. Peter was a superhero. He may not have been in the game as long as the two veterans, but he felt he had earned the right to fight his own battles. He had faced down villains before. He could do this.

In his life as Peter Parker, he was used to having others think he couldn't handle himself. After all, he was a small, geeky science nerd with a big mouth and arrogant, sarcastic disposition. And it isn't like his spider powers added height or any sort of bulk to his small frame. To those in his life, he was still this geeky kid and needed to be protected. He loved that Aunt May, Eddie, and even Harry all felt like they had to protect him, but it was starting to grate on his nerves.

He bristled, unknowingly, and kept his place. He'd hear them out. It wasn't like he had any other option.

"Easy Spider-Man, we are not here to harm you," Captain America said in his commanding tone.

"That's hardly the problem. I need to go after Shocker."

"I think not, son. You're injured."

"Cap's right. I ran a scan of your injuries, there is no way you could face him down right now," the synthesized voice of Iron Man added. His armor opened up and Tony Stark stepped out, bedecked in a suit that Peter was sure cost more than his house. "Sorry about the suit, but I was in the middle of a meeting when this little mess went down."

Peter rolled his eyes. Then it hit him. Iron Man scanned him enough to know his injuries. Privacy aside, that meant something worse...

Peter adapted a defensive stance, throwing Captain America's arm off of him in the process.

He had plans for when this day would come. He knew some people would find out. Some already had. But he wasn't quite prepared for the Avengers to come baring down on him just yet. He now had a different problem. How soon until their force was after Aunt May?

He looked at bot other heroes. He could out muscle Captain America, but there was no way he could out fight him. He could think on the level of Iron Man, but there was no guarantee he could out think him. And, to add to this shitty situation, he was hurt a lot more than he was willing to admit. This didn't look good for him.

"Calm down, kid. We're not here to take you in. Truth be told, I figured out your identity a while ago. It's how we tracked you down today," the other man said.

"Sorry g-man, but the show of force makes me a bit wary of trusting you," Peter responded with an edge to his voice.

"See, Fury, I told you he had a sense of humor. The show of force wasn't for you, Spider-Man," Stark said, raising his hands in a show of deference.

"Spider-Man, this is Nick Fury. He is in charge of S.H.I.E.L.D.," Captain America said, with a gesture of his hand.

"The anti-terror people?"

Peter had heard of S.H.I.E.L.D. They were responsible for anti-terror measures in the country. But now two questions came to the front of his mind: 1) What did an anti-terror organization want with him? 2) He had seen the director of the organization on the news before. This was not the same man. Who was he?

"It's more complex," Fury said. "Yes, we do deal with anti-terror. However, we're more comprehensive than that. We are the United States' top security and infiltration experts."

"A unit full of spies. So, at least the Secret Squirrel quip wasn't off," Peter grumbled.

Fury actually chuckled. "No, it wasn't. But my organization is not the reason I'm here. I am also in charge of the Avengers Initiative."

Peter raised an eyebrow. "And, what, you want me to join the Avengers?"

Fury shook his head. "Maybe if you were of age, Peter."

Despite the previous realization that these men had his identity, Peter still winced at hearing his name while in costume.

"No," Fury continued. "We are not here to recruit you. We are here to convince you to stop this. You aren't a superhero. As of right now, we are the only three people with the government who know your identity. That won't change. As long as you agree to stop."

There was finality in his voice that Peter hated. Another person in his life who didn't think he measured up.

"If I'm not a superhero, than what am I?" Peter asked.

"A kid who had a very unfortunate lab accident," Stark responded. "Once we figured out who you were, it was easy to find out what happened."

"That lab accident gave me the chance to help people. Gave me the power to help people."

"Power is not the same as precision, Spider-Man," Captain America explained. "You can fight a mugger, but the truly evil in this world can counteract your powers. They can even turn your powers against you and your loved ones."

"Kid, you have no business out here. This isn't your fight," Iron Man was the next to join the conversation.

"And what makes it your fight? If I build a mech, am I suddenly a hero?"

"Tony is an adult... on paper at least. That makes it his choice. You aren't even sixteen yet. Be a kid while you can and save your aunt the worry," Captain America responded with a smile.

"And if I don't stop?" asked Peter. He needed to know if there was a way around this.

"Then we expose your identity and bring the full force of the government in to find you," Fury said with no room left for argument. "You are too much of a wild card to be left unchecked."

Peter frowned, something wasn't adding up. "Have you done this with Daredevil or the Punisher?"

"Both are adults."

"Really?" Peter asked, incredulity. "Even the Punisher? Good to mass murder is okay as long as you're above the age of consent."

"Frankly, we don't care if you like this or not, Spider-Man. It's a gift, I suggest you take it," Captain America intervened. Even though his words were tough, there was a kindness in his eyes that calmed Peter down a bit.

"Kid, we really don't want to see you hurt. In a few years, maybe, but for now you really should just leave it to the adults," Tony pacified further. "You've done good work. But this kind of thing is not what you need to be doing now. I've seen your scores, Peter, you're almost as good as I was at that age. I wouldn't want something to happen to that brain before I could hire it to work for me."

"In his own spectacularly arrogant way, Tony's right," Cap said. "You've got all the time in the world to be a hero Spider-Man, when you're an adult. For now, focus on being a teenager. When I was your age, I knew a lot of boys who lied to get into the army. It was a good thing they did, but I regret that many of them did not get to enjoy being young. Even the ones who came home were changed. You have an opportunity that many others do not. Don't let it go to waste."

Peter nodded. He understood their reasoning, even if the logic wasn't entirely sound. As much as he disagreed with their opinion. As much as he disagreed with their unilateral decision. He really didn't have a choice.

"I just have one more question," Peter said, turning his attention squarely to Captain America.

"Yes?"

"You keep calling me Spider-Man, even though you know my name. Why?"

"Even though I know your name, you choose to wear a mask. I will respect that decision."

"Thank you, sir."

As Peter turned to leave, Captain America reached out and stopped him one more time. "One more thing, Spider-Man. I've always held to a core belief. The government should provide for the people whatever the people need. I know many don't feel that way. I know there are those who feel that the government is a hindrance to their freedom. I know that there are those who feel that providing for others limits their personal freedom. But that is a shortsighted error. Come and find me in a couple of years and we'll talk about you being a hero. Until then, I consider this the government providing for both Peter Parker and Spider-Man."

Despite everything, Peter smirked. "I didn't know Captain America had a political affiliation."

The captain gave a shrug. "I'm Irish Catholic and grew up in the Depression. Of course I have a political affiliation. Now, get out of here and get some rest."

Without another word, Peter swung off leaving the three older men standing on the roof.

"You think he'll listen to us?" Tony finally asked after a minute.

"For his sake, I hope so. Otherwise I'll have no choice but to take him in. It's for his own good," Fury responded, his gaze still on the retreating form of the teenage hero. "Now then, let's try and track down this Shocker and put an end to this situation. We owe it to the kid to do that much after what he risked."

…

After changing, Peter made his way to where the crowd was still gathered in the aftermath of the fight. Sure enough, Eddie Brock was pacing through the crowd like a monster, desperate in his attempt to find Peter.

"Holy shit, Pete! Where have you been?" Eddie shrieked, his eyes raking over the form of his younger brother.

"When we got separated from each other, I was shepherded with the other group to a different location. They just gave us the clear that we could leave."

"And what happened to your face?"

Peter's hands traced the bruises forming over his mouth and eyes. "I got knocked down in the commotion. Think I cracked my ribs and shoulder as well. I'll be a bit sore in the morning."

"Dammit, do you know how worried I was? Why weren't you answering your phone?"

"Eddie," Peter said, raising his hand, though wincing in the process. "I'm okay. My phone died when we got separated. I got looked over by a paramedic. No real harm done. I just need to take it easy for a few days."

"That doesn't matter Pete! You were my responsibility!"

The anger from the past few conversation boiled over in Peter's mind. "I'm not a child Eddie! You don;t need to look after me!"

Eddie raised an eyebrow. "Peter, that isn't what I..."

"Save it!" roared Peter, cutting the older teen off. "I got hurt. It happens. It wasn't your fault. I don't need you to take care of me. I have to get to the Bugle, or do I need an escort?"

Eddie didn't say a word, motioning with a gesture for Peter to walk by him.

…

The walk to the Bugle gave Peter some time to think.

" _Man, I shouldn't have blown up at Eddie like that. He was only trying to help. But don't they realize how patronizing it is for them to be constantly worried about my safety. Even without my spider powers, I can probably think of a way out of most trouble I come across. Sure, when I need to answer a science question they don't question my intelligence. But when it comes to anything real, I might as well be stupid. And the freaking Avengers. The first time I meet them and they blow my identity and strong arm me into not fighting crime. And the worse part is, I have to comply."_

He made it a few more blocks, still fuming.

" _And now I'll have no source of income without the pictures of Spider-Man. Well, it gives me no good reason to turn down the internship this summer. At least with that I might have a way to take Liz out without having to rely on Aunt May for support. God, I couldn't even make it a full year as being Spider-Man before it blew up in my face. I'm sorry I couldn't keep my promise Uncle Ben."_

He stopped outside the Bugle and composed himself.

" _Let's see, Ned's gonna be pissed. That's for sure. He'll have pictures and Jameson will be happy. But that's the last we'll see of Spider-Man for the time being."_

Peter stepped inside the office and made his way to Ned's desk, the man in question looking up and sighing in relief at seeing Peter alive. However, his face darkened when he saw the extent of Peter's injuries. With a jerk of his head, Ned motioned for Peter to follow him into one of the empty offices away from the ears of the rest of the staff.

"Here's your camera Pete, I got some pictures. Though I'm sure you don't want them published," Ned said, handing over the camera.

"Might as well, it's gonna be a while before anyone sees Spider-Man again."

"What do you mean?"

"After Shocker kicked the crap out of me, the Avengers showed up. They know who I am and they said they'd expose me if I fought crime again. At least until I'm an adult. And, even then, I bet it will be under their jurisdiction."

Ned sighed. "I know this isn't what you want to hear, Peter, but maybe it's for the best. I should have stopped you when I found out. You're only a kid."

Peter growled in anger. "A kid who can bench press a truck."

"But still only a kid. Saving this city should have never been your burden and I was blinded by the thought of a hero actually fighting street crime to see that. I'm sorry, Peter."

"Ned, none of this is on you. Truth, I would have continued whether or not you said anything. I would have found a way to operate. But I don't think I can disregard the Avengers."

"No, probably not."

"So, I'll go hand the pictures over to Jameson and collect what should be my last paycheck from the Bugle. Thanks Ned, for everything you've done for me."

"Don't quit just yet," Ned said, smiling. "I've got enough clout in this paper I can still pull some strings. I may not write as I used to, but I still get stories out there and I could always use a good photographer. I'll ask Jameson if I can take you on personally and get you some sort of contract. No promises, though."

Peter raised an eyebrow. "You'd really do that?"

"Of course I would. You're a good kid, Peter. And there are multiple ways to save the city. How about you try this one for a bit?"

He reached out his hand and Peter took it readily.

"You know, Peter. My mom had a saying 'It's gonna be okay, whatever okay is'. I want you to remember that."

…

Two figures stood silently in an abandoned warehouse somewhere on the New York docks. The first, contemplating his next move. The second, standing with his arms over his chest and waiting on the other to begin speaking.

The first of the figures had moved only slightly since he arrived at the warehouse. He had opened a laptop and begun to run a slew of computer porgrams featuring images of Spider-Man.

The second had arrived around thirty minutes later, expecting an answer to some questions, but finding only silence at this point.

Finally, the silence was too much.

"You told us two weeks Mr. Schultz. Is this how you complete your business?"

The first figure looked up from the laptop. "I admit, I've run into more problems than I expected. Or did the Kingpin not hear about my encounter with the Avengers?"

"We do not say his name, Mr. Schultz. I would have thought a man with your reputation would have been prepared for that scenario."

"I was, Mr. Wesley. My preparation for that scenario was to flee the scene. I'm a realistic person. There is no scenario in which I am willing to fight two members of the Avengers and the top spy in the government. Not without more backup than I had, at least."

"But our problem persists. My employer is not happy."

"I understand and I think I may have a solution."

"And that would be?"

Schultz motioned to the laptop. "I have some friends with great technical skills and they've added a bit to my research. This computer has been running a heuristic algorithm for the past hour, mapping out the general direction in which Spider-Man enters or leaves crime scenes and times in which he is active during the day."

"And what does it say?"

"Well, it seems Spider-Man is active most in late afternoon and early evening. And most of his flight patterns tend toward one place, Midtown High. I believe that Spider-Man, whoever he is, works within that building and I can exploit that fact. Right now, school is not in session. But, when it reopens, I will attack the building and draw Spider-Man out. After that, I can lead him to Oscorp and cover both ends of our deal."

Wesley paused for a moment, but nodded. "Very well. Just don't disappoint again, Mr. Schultz."

End of Chapter Eighteen

A/N: Here is the next chapter. I hope it is enjoyable.


	19. Chapter 19

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man nor any property mentioned herein.

Chapter Nineteen

The subsequent weeks had been some of the longest in Peter's young life, only rivaled by the weeks following Uncle Ben's death.

It hadn't been long enough that the general public were aware that Spider-Man had stopped operating, but Peter was sure the criminal element were noticing his absence. Every day, it seemed, Peter heard some ambulance or cop rushing to the scene. His accompanying shame highlighting just how small he felt. It was like before he got his powers.

Well, not exactly.

His social life had picked up. He had Liz were able to spend more time together since he wasn't making up excuses to run off. He had even managed to patch things up with Eddie after their little fight and the two had been hanging out much more frequently as well, largely thanks to Felicia having already decided Liz was to be the next 'it girl' at school. And, if Eddie and Liz both liked him, Peter couldn't be all bad. Hell, he and Harry had been able to hang out almost daily since he stopped fighting crime.

His school work, while never near what anyone would consider bad or even only average, was now far beyond even what the juniors in the class above were able to produce. And his work with Ned was providing a steady paycheck and a much needed freedom from having to rely on Aunt May for spending money.

Peter should have been perfectly happy.

But he wasn't.

It didn't matter what he did or where he went, that nagging voice in the back of his mind wouldn't shut up. He should be doing more. He should be more. He should be Spider-Man.

However, he didn't have that option, as much as he would like it. Plus, school was starting up today and he needed to refocus on academics as much as possible, including a lunchtime meeting with Norman Osborn that afternoon.

After his humiliating beat down from the Shocker, Peter had agreed with Eddie that he should accept Mr. Osborn's offer. After all, without Spider-Man, it wasn't like he couldn't handle the work. And Aunt May was ecstatic about the entire thing, especially after learning it would be a paid internship. Peter just had to finalize some details.

Mr. Osborn had set their meeting for Peter's lunch period, excusing Peter from lunch and his Honors Pre-Calc class that afternoon. Peter would miss spending his lunch with Liz and Harry, but he was sure the two would fine sitting together for one meal. Hopefully, the two could form some sort of friendship out of the experience. Secretly, though, he texted Eddie who immediately agreed to drag Felicia along and eat with the two of them. Peter was also hopeful that a lunch with the cool kids would take Harry's mind off of the fact that Peter was having lunch with Harry's dad. It wasn't like Norman Osborn took time off from work to eat with Harry.

And he wouldn't be missing anything in his class. It was the first day and he had an A for the last two quarters.

So, when 11:30 rolled around, Peter grabbed his tote and, flashing his note to the door monitor, exited the building to find Norman Osborn's limo waiting on him.

"Peter," Mr. Osborn greeted warmly, giving Peter the shivers. "How are you today?"

"I'm alright, sir," he responded, shaking Mr. Osborn's proffered hand and stepping into the limo to sit next to the man. "How are you, Mr. Osborn?"

"Peter, since we're going to be working so closely together, I must insist you call me Norman."

"Yes, sir... er, I mean Norman," Peter managed to stutter.

"Good. Now, I hope you like Italian. I have reservations at the best restaurant in the city."

"Anything is fine, sir. Thank you again for the opportunity."

"You earned the opportunity Peter," Mr. Osborn said, waving his hand dismissively. "Now, let's get that lunch. Driver, if you would?"

…

Ten minutes later, Peter sat awkwardly across from Mr. Osborn in the nicest restaurant he had ever been in. Surrounded by men and women in some of the most expensive clothes Peter had ever seen, he was suddenly aware of his faded _Beatles_ tee, white Henley hiding his Spider-Man costume that he still wore underneath his civilian clothes, and jeans. Yet Mr. Osborn seemed unconcerned by his appearance, remarking casually that _Rubber Soul_ was a favorite of his as well.

"So, Peter, what class did I manage to pull you out of for this meeting?" Mr. Osborn asked over their meal.

"Um... Honors Pre-Calc, sir."

"Interesting. I had read over Harry's course catalog as I do before every school year and I was under the impression that is an eleventh grade class."

"It is, sir. I am in eleventh grade classes in both math and science. It's no big deal," Peter responded, staring awkwardly down at his plate of chicken parmigiana.

"Nonsense, Peter. It's very impressive. Men like us don't need to worry about concepts like humility. Embrace your brilliance, Peter, and the rest of the world will as well."

"You know, sir, Harry has been excellent in his Honors Bio class this year. Dr. Warren was telling me how much his grades have improved."

Mr. Osborn laughed. "No doubt thanks to your fantastic tutoring."

"Actually, sir, I haven't been working with Harry that much this year. Most of my tutoring has been focused on Liz Allan."

"Ah, yes, the young woman Harry says you've started dating. A cheerleader, correct?"

"Yes, sir."

"Well done, Peter. If only Harry had your initiative with the ladies. His date with Miss Bishop was a total disappointment, yes, but her father didn't run that hatchet job on my company. So, I guess he didn't screw up too badly this time."

Peter scowled at the way Norman Osborn spoke of his son. He didn't know if the older man was willfully ignorant of his effect on his own son, or if he was truly blind to the fact that Harry was suffering because of his own constant condemnations. Either way, Peter was glad that Norman Osborn was not his father. There was more to it though. Something Peter couldn't quite put his finger on.

"Anyway, down to business Peter."

"Yes, sir."

"You will work a typical day, nine to five, and earn a substantial pay. Normally, the interns would be assigned to one of the many fine scientists working for Oscorp, but you'll have a different mentor. You'll be working with me, learning about both science and business. I've been saying it for years now, there is something special about you Peter and I want to see you succeed."

Peter nodded. "Thank you, sir."

Even though the words were nice, Peter felt a chill run down his spine. Norman Osborn was slimy. That may be the best way to describe it. It didn't matter what he was saying or how kind he was being. The words just seemed to ooze from Norman Osborn. Frankly, it unnerved Peter.

"Anyway, Peter, you should get back to school," Mr. Osborn said. He paused for a moment and reached into his pocket, pulling out what seemed to be a display model phone.

"Here," he said, passing the phone to Peter. "All of my top executives have this model phone. Top of the line, of course. My number is programmed in already. Use it to keep in contact with me."

…

After a polite, but less than enthusiastic, goodbye to Mr. Osborn and a promise to inform him of how the school year finished, Peter walked through the front doors of the school, actually excited to be back. It went against every fiber of his teenage being that he would prefer school to nice lunch at one of the fanciest in New York, but the truth was that Mr. Osborn was just tiring. Even with Peter's durability, being around the man just took everything out of him. After one lunch in Mr. Osborn's company, Peter felt like he needed to sleep for the next twenty hours.

Peter had arrived back to school between periods, having to navigate his way to his locker through the throngs of students trying to make their next class. Peter was lucky in that he only had one more class left during the day and his study hall.

Exhaling from the effort of making it to his locker, more so in annoyance then actual physical exertion, he grabbed his books for his A.P. American History class and proceeded to head down the hall, only to be stopped by a hand on his shoulder. Turning, he found the smiling face of his girlfriend, already in her cheerleader practice uniform for later that afternoon.

"There he is, Midtown's resident scientific genius returned from his power lunch with one of the most influential men in the city," said Liz, smiling.

Peter scoffed. "Only a science genius? This history book in my hands begs to differ."

Liz rolled her eyes. "It's good to know I'm dating one of the most humble guys around."

Laughing, Peter slung his arm around her shoulder and guided her down the hall. He was lucky that their classes were right next to each other. "Is that sarcasm Miss Allan? I do believe I'm rubbing off on you."

"Like a skin disease."

"I mean I could take my talents elsewhere, if you'd like? I'm sure I could find someone willing to put up with me."

Liz swatted his arm in a playful manner. "Like who? You talk to two girls and I'm sure even Mary Jane would be sick of you after a week. Face it Parker, you're stuck with me."

Peter didn't respond right away, choosing instead to just smile at the girl.

"I wouldn't want to be with anyone else," he whispered, leaning in close to her ear. He could feel the heat rise from her face and knew his comment had the desired effect.

"A few months ago I would have never believed that Peter Parker was capable of being charming."

"What can I say? I'm a man of many talents."

Liz paused for a moment, a few doors down from her class, outside of one of the currently unoccupied science labs. "You know, Peter, I'm glad I've gotten this chance to know you. And I want to learn more."

Peter smirked, responding in a breathy tone. "Yeah, like what?"

The confident nature of that line shocked Peter, who had until that moment believed he didn't possess the ability to be any sort of smooth. Nerdy charm he could pull off, but this was something he never though possible.

" _Jesus, Parker, where did that come from?"_

In response, Liz just smirked back at Peter. "Seems someone's got some confidence."

"It's probably a fluke," Peter chuckled.

Nonetheless, Liz pulled Peter close and placed a soft, chaste kiss on his lips. It was noting that would get them in trouble in school, but it held something more in it. There was a passion there.

They pulled away just as the overhead speaker crackled to life.

" **Attention! Would the Red and Blue Teams report to the front office?"**

Peter raised an eyebrow and Liz's head whipped around the hallway. They both knew that phrase. It was the official code for an intruder in the school. Normally, in case of a drill, they would have been told during the morning announcements. They would have also been told before the drill started. This code came out of nowhere.

To compound Peter's worry further, the doors to the classrooms began to rapidly shut and lock.

"Petey, come on!" Liz cried, grabbing his arm and throwing him into the unoccupied science lab and locking the door behind them.

"Okay, any idea what's happening?" Liz huffed, pacing the room in annoyance and fear.

"Liz," Peter said, holding his hands up in a placating gesture. "I haven't been here the last two hours. But you know what that code means. Someone is in the building. Just be patient and stay away from the door. I'm sure the staff is handling it."

"Really, that's the best you can come up with Petey?" Liz snared in his direction.

Peter, eyebrows raised, just stared back at her.

"Sorry," she sighed. "I'm just scared."

"I know Liz, but we'll get through this."

…

The plan worked flawlessly.

He didn't need to use stealth. He didn't need to sneak in. No, he wanted to make as much noise as possible entering the school. He simply walked in and threw the security guard stationed at the entrance across the hall. When the man landed with a satisfying thump, he continued forward, making as much noise as possible and terrifying a few students in the process. He wasn't actually going to go after any students, but they didn't know that. And whatever teacher was also Spider-Man didn't know that. This way he would be drawn out with minimal effort.

One teacher, a portly man in his middle years, was brave enough to stand up and face him. This man was obviously not Spider-Man, he was too fat and too tall, but the bravery was respectable enough. So, he was outright killed. No, he faced the same fate as the security guard and was thrown aside with an air blast.

First and foremost, Shocker was a professional. He wasn't a psychotic. There was never a need to kill anyone extra or harm anyone who surrendered. That kind of attitude only made you a bigger target for the cops and any hero you might come across. It was always better to play it safe and stay under the radar as much as possible. When this current job was done, Shocker needed to get out of New York quickly. He had already realized that the other heroes in New York were looking into him and he was barely able to stay a step ahead, largely thanks to the fact that they had no idea who he was before. It wouldn't last though. He was a man who was well aware of his own mental and physical capabilities. He couldn't out think Iron Man. He couldn't fight or outwit Captain America. And his systems were being hacked with startling ease. Shocker suspected the government, which only compounded the issue.

Right now, he simply needed to kill Spider-Man at the Oscorp building, get his paycheck, and get out of dodge. Simple.

Shocker turned around from the hall, back toward the doors, and crumbled the stonework around the entrance to the school. He knew the school would have called the cops. He wasn't about to be interrupted before he was done.

The security guard was slowly pulling himself off the ground only to be lifted entirely and slammed against the lockers he crashed into. One of Shocker's hands was about a foot away from the man's face, a distance from which a blast would kill him. The second, that held him, was crackling with energy from the electricity Shocker used in his punches.

"Where is your office? I need your speakers," Shocker asked, throwing the man against the lockers for emphasis. "Nobody will be harmed as long as they comply with my request."

Despite his injuries, and fear, the security guard wouldn't answer Shocker. But his eyes did shift slightly down the hall toward the office. He was concerned about doing hi job. Admirable.

Shocker knocked him out and kept going. No reason for this man to be a thorn in his side. Nor was there a reason for Shocker to kill him. This would be over soon enough.

Soon enough, he reached the door to the front office and kicked it in with flair. When there was a need for the dramatic, Shocker would acquiesce. And right now, the fear he could inspire in these people, and potentially Spider-Man, to do what he wanted without question.

"I need your speaker system," he stated. There was no pitch in his voice, no threat, even. The words were punctuated and calm. And that was the point. Hostile threats could be met with challenge.

The office secretary, another older and rotund man, nodded wordlessly and pointed a shaking finger to the microphone they used for the morning announcements.

"Stay clam and I'll be gone soon. Nobody needs to get hurt, understand?

When he received a nod from the various people cowering in the room, Shocker turned on the mic.

" **Spider-Man. I know you're here and I know you don't want to see these people hurt. Meet me in the main hallway. You have five minutes or I start killing."**

…

" **Spider-Man. I know you're here and I know you don't want to see these people hurt. Meet me in the main hallway. You have five minutes or I start killing."**

Peter knew that voice. Shocker.

Since their fight, it was the same voice that had haunted Peter every night in his dreams.

A bunch of questions flourished in Peter's mind. How had he found him being the first on his mind?

But there was a bigger issue than what Shocker knew or didn't know. Shocker was in the school. And he was threatening to kill if Peter didn't confront him.

Peter had promised the Avengers that he wouldn't fight again until he was an adult. He knew they would out him as Spider-Man if he did. But that didn't matter either. Shocker found him. Others could do the same. He could end up tried as an adult for his actions. He could end up in prison. But, again, none of that mattered. People were in trouble and Peter could help them. He would help them.

He turned briefly to see Liz pacing the room with her back turned to him. This wasn't the way he wanted to tell her this secret. But he had no options left. A small part of him hoped she could look past it, but the truth was that Peter's secret was done no matter what she thought. Things could never been the same between them again. Especially if he ended up in prison.

It was a good thing he still kept wearing his costume under his clothes. It would make this easier.

"Liz," he called, swallowing the lump in his throat. It was now or never. "Do you trust me?"

"Of course Petey," replied Liz with confusion in her voice, but she still kept her back turned to him. "Why would you ask that now?"

"Turn around."

End of Chapter Nineteen

A/N: Here is Chapter Nineteen. I'm sorry for the wait.


	20. Chapter 20

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man nor any property mentioned herein.

Chapter Twenty

"Turn around."

Of all the things Liz expected to see, Peter in a Spider-Man costume was not one of them. He stood before her in the red and blue, without a mask, that become familiar to everyone in Queens and probably New York since the first Youtube videos hit the internet. But it didn't make sense. Peter was Spider-Man?

Her first instinct was to think that Peter was joking. But that made even less sense. At a time like this, when going out there in that costume could get him killed, why would Peter decide to risk it? Better yet, why would he even have a Spider-Man costume? No, this wasn't a joke. She may not be as smart as Peter, but she wasn't stupid. He was Spider-Man.

Still, it took a minute for her mouth to catch up to her brain.

"What... how?" she managed to stutter out as Peter put on his mask. She could see it better now.

"It's a long story," Peter sighed. "You remember that trip that the Honors Bio kids took last year to General Techtronics?"

Liz nodded.

"We were there to see a symposium on genetic manipulation. Got bit by a spider. Woke up with the ability to bench press a truck and stick to walls."

"Peter, this is crazy."

"I'm well aware."

"No, this is literally crazy. You're a teen, you can't fight crime."

"Captain America made the same argument. I don't think it's gonna stick."

"You know Captain America? Wait, that isn't important right now."

"Liz, just take a deep breath."

Liz began pacing again, running her hands through her hair. "Take a deep breath? Petey, are you kidding me? You can't drop a bomb like this and expect it to be okay. All this time you've been Spider-Man?"

"I'm sorry I didn't tell you earlier, Liz. It always seemed to be a bad time."

"And this is a better time?" she raised an eyebrow, arms cross her chest.

"No," Peter responded. "I've run out of time. I know you probably hate me right now. And I know you have a ton of questions. But, I've gotta deal with Shocker before he kills someone. I promise, when this is over, I'll tell you everything."

He fidgeted for a moment and despite herself Liz found the moment humorous. It was such a Peter gesture and it felt weird seeing it done as Spider-Man. She could slap herself for not seeing his identity sooner.

Still, she stood transfixed as Peter seemed to steel himself and straighten-up, transforming before her eyes into the hero she had seen videos of. He wasn't just her nerdy boyfriend anymore. He was something else.

His hand whipped out and a web shot past her onto the doorknob. Before she could ask a question, though, he was climbing out the window.

"Can't have Shocker knowing what room I was coming from. And I can't have you following me. That will dissolve in an hour. Stay safe."

Peter was out of the window the next moment, leaving Liz standing there gawking after him.

Eventually, she was able to compose herself enough to sit down at one of the benches in the room, a confused look still spread across her features.

And then she got angry. He had been hiding this from her for months now? Sure, when they weren't together she had no right to know. But this should have been one of the first things he told her. She deserved to know that her boyfriend had a higher than normal chance of being killed. Not even Flash hid something this massive from her and she was positive Flash tried to hide everything from her.

Did he not trust her enough to know? It wasn't as if he planned on telling her any time soon. No, they just got caught up in a really bad situation. Had this bad guy, Shocker or whatever, not chosen to come after Peter then he would have never told her. He would have let her continue on in ignorance until he decided she was important enough in his life that she warranted the truth. She was supposed to be important enough in his life that she warranted the truth.

And that just made her question more. Who else knew? Who didn't know? Did his aunt? Or Eddie? Or Harry? Or Mary Jane? Who else was Peter lying to? And what about Shocker? He was able to track Peter down at school. Did that mean he knew? Was Peter's secret about to be exposed to the entire world?

She glanced around the doorknob, covered in the webs Peter had left there to make sure she couldn't leave.

How did his powers work? Would they change her through contact? Was he radioactive or poisonous or nuclear or a million different options that could potentially damage her? And it wasn't like Peter was around to explain the science to her. No, he left her there with about a billion different questions swimming around in her head. The jack ass.

One thing was sure to Liz, he better not die. He better not die before he can answer all her questions.

But more importantly, he better not die because he was Peter. Because even though a few months ago she wouldn't have even looked twice in his direction. A few months ago, she would have laughed along with everyone else as Flash bullied him. Because a few months ago he didn't matter.

That thought made her feel sick. She was surprised that she was capable of believing that someone didn't matter.

But he mattered to her now. He was Peter and, somehow, he wound up in her heart.

He better live, because she couldn't stand the pain of him dying.

…

Peter crawled across the side of the school building, careful to avoid windows and any noise as he made his way. The last thing he needed right now was the distraction of his classmates.

He had enough on his mind.

He was going to tell Liz eventually, he reasoned. When the time was right. It was a big secret after all and they hadn't been dating that long. He just needed to know her feelings were real. He needed to know that his feelings were real. Well, it was real for Peter. And he hoped that it was real for Liz. He didn't need to lose her on top of everything else. There was too much at stake already.

How much did Shocker know about Peter's life? Enough to track him down, that was for sure. But what else did the villain uncover? Was Aunt May safe? Or Liz? Or Harry? Or Eddie? Hell, Peter was even worried about that windbag Jameson. He didn't deserve to be hurt because of Peter's secret. Nobody did.

And Shocker had proven effective at hurting Peter. Peter had superpowers. What chance did someone normal have?

It made Peter's course of action clear. He was going to deal with this problem once and for all.

After this it didn't matter. The Avengers and that secret agent Fury were going to go public with Peter's identity. Whether he liked it or not, this would be Peter's last fight as Spider-Man and he was going to make it count.

The main school hallway was wide enough to accommodate the massive amount of students that passed through on the weekdays. And, luckily, there were no lockers in the hall either. All Peter had to worry about were the doors to some of the classrooms and the entrance to the cafeteria.

Peter slid himself through a window in one of the boys' restrooms at the end of the hall. He needed to formulate a plan before he faced off with Shocker. This man was dangerous and proved he could fight Peter the last time the encountered each other. If Peter were being honest with himself, Shocker kicked the crap out of him. It wasn't going to happen that way again.

" _Shocker's gloves are the key. Same with Mysterio. If I can get rid of his tech, I stand a much better chance of fighting him on even footing. My best bet is to web him up before he knows I'm there. I need to be quick. I can't afford any mistakes against this guy."_

Peter opened the door of the restroom slightly and peered outside. Luckily for him, Shocker had his back turned. That would make it easier.

Peter, as quietly as he could, opened the door and slipped outside. The moment he had a clear view of Shocker, he shot his webs out and tried to pin Shocker's arms to his side. The villain turned quickly and sidestepped the webbing, it shooting harmlessly past him and sticking to a nearby wall.

"Spider-Man," Shocker greeted, turning around the face Peter. "You make a lot of noise."

"Shocker."

"You seem more quiet then the last time we fought."

"I don't have much of a reason to talk. You've gone too far," Peter responded through clenched teeth. "These people are innocent and you put them in danger."

Shocker seemed to analyze Peter for a moment. "Aren't you curious about how I found you?"

"Not really."

"Nothing you want to ask?"

"If you know who I am, then why not expose me to the police? It would be easier to take me down with New York's finest gunning for me as well."

"I didn't bother to find out your identity. I only need to kill you, not expose you. Frankly, I couldn't care less who you are."

"You expect me to believe that?"

"I have no reason to lie to you."

" _It really doesn't matter if he knows who I am or not. He still found me here. That isn't a good sign. Someone smarter could come along and figure it out entirely. If I manage to get out of this situation without the Avengers blowing the whistle on me or Shocker putting all the pieces together, I need to rethink the precautions I've been taking. Moments like these I envy Captain America and Iron Man."_

"I also have no reason to destroy this school or any of your students," Shocker continued. "It's not what I'm being paid for."

" _My students? He thinks I'm a teacher here. That may solve an immediate problem, but it will be something I'll have to be wary about in the future."_

"I have no desire to fight you here Spider-Man. I would suggest you follow me," stated Shocker.

Adjusting his gauntlets, Shocker propelled himself away from Peter with an air blast, leaving Peter no choice but to follow in pursuit.

…

The office of the Bugle was in chaos. That was the best way Ned could describe it. He was having one of his rare mornings off when he got an urgent call from Jameson himself telling Ned that if he valued his job he would be at work in ten minutes. Naturally, Ned busted his ass to get to the office. The threat was idle, of course, because Ned was too good of an asset to Jameson to risk losing to another paper. But Ned wasn't willing to take the risk. Even through he had to cover the superhero stories for Jameson, he still had more freedom than he would at any other paper.

Stepping through the front door of the building, he was greeted with the staff of the paper calling out various times and reports of an incident he was sure he was about to be informed of.

His eyes glanced over to Betty, holding two phones to her ear and nodded frantically, who caught his eye and was somehow able to motion him to come over to her. As soon as he got there, she merely gestured with her head for him to go in to see the boss.

Jameson, naturally, was smoking a cigar and looked ready to pull a knife on any of his employees who gave him any news he didn't want to hear.

"About time you got here, Leeds. Five more minutes and you would have been canned, I don;t care what awards you won!"

"Sorry, J.J. Traffic was insane."

"I don't care about your excuses. An hour ago, Midtown High was attacked by that Shocker guy. News isn't coming out as much as we would like, but we hear he should up to find Spider-Man. I need you in the ground ten minutes ago."

" _Shit, did that guy figure out Peter?"_

"What do we know so far?" Ned asked.

"Only what I've told you. Get down there and get me the story. And make sure Parker's okay too. The kid goes to Midtown. He may be an annoying kid, but he's a good photographer and a good kid. Just... make sure, okay?"

Ned nodded.

" _I hope he's okay too."_

The door to the office flew open and Robbie rushed in, ignoring Ned entirely and slamming his fists on Jameson's desk.

"Is it true?" he bellowed, fear apparent in his eyes. "Was there an attack at Midtown?"

"Yes," Jameson responded in a somber tone Ned was quiet sure he had never heard before. "I'm sorry to call you in on your day off."

"Screw that! My son goes there!"

"I know. Ned's going down there now and he's going to report to us the moment he hears anything. In the mean time, you're going to stay in my office with me and have a drink. I know you're worried, but there is nothing we can do about it right now except hope for the best. Believe me, I'm sure the cops and..." he paused, taking a breath that looked like it caused him physical pain. "Spider-Man are doing everything in their power to make sure Rand and the rest of the students are safe. You need to trust them."

Robbie's shoulders slumped, but he sat down in one of the chairs in front of Jameson's desk. "The moment Ned hears anything I'm going down there."

"I'll drive you myself," Jameson stated. Then he turned to Ned. "Leeds! What in the actual hell are you still doing here? Go do your job!"

Ned and rushed out of the door.

He wasn't thinking about the deal Peter had made with the Avengers. He wasn't thinking about his decision to expose Peter's identity. He was just thinking about his safety. His, Rand's, and all of the other students at Midtown.

" _Peter, stay safe."_

…

Smythe smirked as he watched the feed from the minicam he had installed in Shocker's costume. Spider-Man had taken the bait.

He turned in his chair and glanced at Wesley who was standing by their boss's side with a stony expression as he, too, watched the beginnings of the fight unfold.

"You seem upset Wesley, is something wrong?" he asked in an innocent tone.

"No."

"Really, if I didn't know any better I'd think the destruction of one of our employer's enemy didn't sit well with you. But that can't be the case, can it?"

"He hasn't been destroyed yet, Smythe."

"That's enough," their boss cut in, his tone leaving no room for discussion. "Wesley is right that he hasn't been destroyed yet. But, Spider-Man's defeat hardly matters anymore. It was nothing more than an incentive for Mr. Schultz to do better."

"What do you mean?" Smythe asked, genuinely curious, but also a bit angry. His plans have never been approved before and he was a bit miffed that it was turned on its head to serve some different purpose. Still, his boss never did anything without reason and it was probably better to hear the entire plan.

"Simple, the goal was never Spider-Man, I told you that before. Can we benefit from his death? Yes. However, he could still be a potential asset and I am hesitant to write him off at this early stage. The goal today is Oscorp. Norman Osborn wields too much power and influence in this city. So much so that he thinks me his equal. That cannot stand. There are also numerous technologies within Oscorp that I could put to better use than Osborn. The man is a brilliant scientist, after all."

"Sir," Wesley interrupted. "I still believe that Daredevil is a much bigger threat to our organization."

"And I agree with that. At the moment, Daredevil is a bigger threat to our organization. And I have a plan for that coming together as we speak. Gentlemen, it's time you were let in on the specifics of the "Hell's Kitchen Rejuvenation Project." It's my idea to control the damage Daredevil can do to our organization."

"What does this project entail, sir?" Wesley asked.

"What do you know about mutants?"

Smythe frowned. Even though he was not a geneticist, he was a scientist and he had a passing familiarity with the concept of mutants or Homo Superior, as they liked to be called. Beings born with special abilities greater than normal humans, benign or otherwise. Some of them were powerful threats if left unchecked because they were hardly ever trained to control their abilities.

He glanced over at Wesley and could tell from the frown the lawyer was wearing that he too at least had some knowledge of mutants.

"Mutants, sir?" Wesley asked.

"Exactly. In recent years, the government has begun a crack down on some of the mutants who have manifested powers they deemed too dangerous or proved to be threats in their actions. It just so happens that the prisons these mutants are being held in are owned and operated by Norman Osborn. After we destroy Oscorp, we can get majority control of what is left of the company and let these mutants out... accidentally, of course."

"But why would they attack Hell's Kitchen? How do you know they won't just flee?" Smythe inquired, suddenly curious about what his boss was planning.

"These mutants all seem to gravitate toward a singular leader named Magneto. If even a few of them decided to find him, the plan will succeed. As to why they will attack Hell's Kitchen, there is a scientist working out of that area named Bolivar Trask. Trask is something of a human supremacist; he believes that humanity should work to wipe out mutants before they wipe humanity out. He came to me a few months ago for funding of something called the Sentinel Program. If in a fit of conscious I realize that my errors in running these prisons lead to the escape of certain mutants and decide to back Trasks' program, letting it slip in the media that this program was about to be up and running, I believe these mutants will attack Trask."

"Turning Hell's Kitchen into a battlefield," Wesley smirked.

"Exactly. And, in the aftermath, Fisk Industries can lead the rebuilding process, making my company vital to the very lifeblood of the area. I believe that Daredevil knows who I am. But, what can he do against the man who is responsible for saving that portion if the city?"

End of Chapter Twenty

A/N: Sorry for the delay everyone. I hope you like the chapter.


	21. Chapter 21

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man nor any property mentioned herein.

Chapter Twenty-One

Peter gave chase through the hall of the school, pushing himself faster than he even thought possible to attempt to reach Shocker before he could get away. Vaguely, he was aware of doors opening, teachers and students both sticking their heads out to get a better look at what was going on. Apparently, safety gave way to curiosity when a hero/villain throw down was going on in the hallway.

"Shit, man, I think that's Spider-Man!"

"It is! I can't believe it!"

Peter sighed. This was going to be difficult enough without having the entire student body watching. This was going to get dangerous and they were a distraction Peter couldn't afford.

Peter launched another web, aimed at Shocker's legs, and wrapped him up, stopping him in his tracks before he could exit the building.

"We're going to end this here and now. No one else is going to be put in danger, Shocker."

Peter approached cautiously, quickly shooting two more webs out and grabbing the gauntlets off of the villain's hands and throwing them behind Peter and effectively out of the fight.

"You don't have your weapons anymore Shocker. You can give this up right now. No one needs to get hurt, you included."

Shocker merely scoffed in Peter's direction. "My weapons aren't my only advantage."

Peter said nothing, but stalked forward still keeping his distance in case the villain made any other movements. Peter had learned his lesson the last time the two of them had fought. He couldn't let his guard down for a single moment.

Despite Peter's genius, he was fairly certain Shocker could out maneuver him. The man seemed to have a mind for tactics that Peter lacked. Peter had a genius brain. He had aptitudes in science and math beyond the realm of most other people. He was also great with writing and had a decent signing voice. But, he couldn't plan at the level he needed to.

" _If I get out of this without dying or ending up in the big house, I'm studying up on tactics."_

Peter glanced down the one of the connected hallways, still annoyed to see a throng of students and teachers watching the event like it was some sort of championship boxing match.

When he had gotten these powers, Peter had thought about becoming a pro wrestler. How he wished that was the situation he was dealing with right now.

Peter's attention was only diverted for a second, but that was all Shocker needed to throw himself forward, into a makeshift handstand, and stretch his body enough that he broke free of Peter's webbing. The newly freed villain turned to face Peter and stood still.

Despite the mask Shocker was wearing, Peter could feel the villain's eyes following his every move. Watching him. Analyzing him.

"You should have tied my hands down as well, Spider-Man."

" _Shit. He got me. I would have noticed that too if there wasn't a crowd watching us right now."_

Peter didn't choose to respond, instead firing more webs at Shocker who was able to dodge each of the projectiles as they came his way.

Peter stopped his movement dead and the two just stared at each other for a moment. Then, without warning, Shocker moved in. Peter shot a web, but Shocker dodged under it. He closed the difference further, dodging another of Peter's webs and bringing himself face-to-face with Peter. Peter tried one more time to hit Shocker with a web, but the villain ducked low and knocked Peter's arm off course, using the movement to aim a quick right into Peter's stomach. Doubled over, Peter was unable to stop the elbow that cracked against this cheek and the left hook that sent him spiraling to the ground in a heap.

Quickly, he got back up and tripped Shocker as the villain past. It became obvious that Shocker was gong for his weapons. Shocker stumbled to his feet, but Peter shot out another web and tripped Shocker again.

Peter shook his head, clearing his vision from the blows he had taken and fired two more webs. Shocker was able to spin on the ground, however, and dodge the projectiles as they stuck harmlessly to the ground.

Shocker rose to his feet and turned to face Peter, charging him.

Unencumbered for the first time in the fight, Peter's spider-sense kicked in and he allowed his movements to be guided by instinct, ducking and weaving and dodging the blows sent at him.

Peter kept up his dodges, waiting for the moment to strike. It came when Shocker swung wide on a powerful hook and Peter reached out to grab his arm. Without even looking behind him, Peter tossed the villain over his shoulder.

Peter heard the crash of Shocker landing on the ground and he moved quickly to the spot where the gauntlets landed, picking the weapons up and turning them over in his hands to get a feel for the tech and how it works.

He sighed. He wasn't going to get anywhere on these devices without extensive study, or the directions from Shocker.

But when he turned to the villain, he had disappeared.

"I'll be having those back, Spider-Man," a voice called from down one of the connecting hallways.

Peter turned on the spot, grimacing at the outcome. Shocker had taken hold of one of the students and held the kid against his body as a shield.

"I'll give you the boy. You give me the weapons."

Peter moved closer and had to bite back a scowl. Shocker held Flash Thompson against his chest, the bully's arm twisted around his back painfully.

"I guess this kid wanted to watch the fight. Seems he'll get his wish."

"Spider-Man, please... I... ugh!" Flash lost his voice in a painful yelp as Shocker pulled his arm further behind his back.

"Let the kid go, Shocker. He has nothing to do with this," Peter said.

" _Though, saving QB is hardly what I want to be doing. I can't exactly let him get hurt."_

"I don;t normally like this kind of standoff. But, you put me in a difficult situation. And, it does have its uses. Give me my gauntlets and the boy will live. I can snap his neck before even you can react."

"Spider-Man will stop...argh!"

Peter actually winced at the audible pop that sounded as Shocker pulled Flash's arm further back.

"I've dislocated your arm. Don't make me break it."

"Enough Shocker. I'll give you the gauntlets. Let the kid go," Peter commanded.

Shocker merely nodded and walked forward, holding Flash tightly as he did so.

Peter moved forward as well, cautiously, watching Shocker for any more movement as he did so.

When they were within five feet of each other, Shocker nodded for Peter to hand over the weapons which Peter did by throwing them at the ground near Shocker's feet.

"Now, hand the kid over Shocker."

"Foolish," Shocker replied. He took a step back and drove his foot into Flash's thigh. There was a loud crunch and Flash collapsed to the floor with a groan. Shocker reached down and grabbed the boy off the ground, only to toss him into a nearby set of lockers.

"Stop me or help the boy."

Peter didn't even stop to consider his actions as he raced by the villain to the crumpled form of Flash Thompson. He could hear Shocker leaving, but he just didn't care.

Flash had been nothing but a bully to Peter for the better part of a decade. The jokes he played were cruel. The insults and threats were unbearable at times. But he was hurt and it was Peter's fault. Peter wasn't careful enough. Peter wasn't watchful enough. Peter wasn't prepared enough.

" _Captain America was right. I'm not ready for any of this. It doesn't matter what Flash has done or who he's bullied. He was defenseless and I let him get hurt. I failed him. I'm not a hero."_

He cradled Flash's head and checked his breathing. It was shallow, but steady. From what Peter could tell, his arm was dislocated and his leg was broken. He probably also had a concussion and some bruised ribs. He needed a hospital quickly.

"Idiot, what were you thinking?" Peter hissed at the boy in his arms.

"Couldn't let him... hurt... you...big fan," Flash rasped.

Despite himself, Peter smirked. "Let the professionals handle it next time, tough guy."

Peter turned to the others standing in the hallway.

"Call an ambulance, quickly. He needs a doctor!" he yelled.

One of the teachers nodded, rushing back into their classroom. Another came forward and took Flash from Peter.

Peter stood and turned to the door way, sighing. Shocker was long gone. He had no choice but to try and find him.

"Go, Spider-Man," a sacred, but familiar voice said.

Peter turned to see Liz standing there. Her eyes shone with concern, but they were otherwise steely in their resolve.

Peter nodded and rushed off.

…

Attacking innocents was never a tactic Shocker liked using. It was dirty. But, Shocker had also learned long ago that there was no such thing as fighting dirty. You exploited every weakness you could find in your enemy. Fighting fair only got you killed, especially with an enemy as powerful as Spider-Man.

Like he had predicted, Spider-Man had taken his challenge to protect the students of the school. And though the fight lasted longer in the hall then Shocker was comfortable with, he had still achieved his goal without significant injury or his timetable destroyed. And using the boy had given him the time he needed to enact the next part of his plan.

He entered Oscorp with a literal bang, blowing open the front doors and scattering both debris and persons to the corners of the room. He had no reason to be subtle now. He wanted the police here. He wanted the press here. He wanted witnesses here.

Security was a joke, even with the weapons designed by Osborn himself. Even the extra security hired in the wake of his kidnapping by that fool Mysterio wasn't much of a challenge. They were trained men, but they weren't at Shocker's level.

Once security was dealt with, he placed small charges of his own design, paid for by the Kingpin, at the base of each structural support point in the building. There was a detonator attached to each of his gauntlets. If he couldn't take Spider-Man down immediately, he needed to blow the building. Even after he took Spider-Man down, he needed to blow the building.

He had allowed the building to empty save for two people, Osborn himself and some young girl. He hadn't paid much attention to her, save that she was blonde and dressed in what he would think would be the latest trends for a young woman. Probably some kind of intern, but not one he would expect to work at Oscorp. They were his fail safe. If it looked like he was going to lose the fight he could leverage them against Spider-Man and make his escape. He currently had them tied up in the corner of Osborn's office while he monitored the security feeds for signs of Spider-Man. The police had already made a blockade around the building and he could see a swat team gearing up to enter. He was expecting a negotiator any minute now.

He had also taken to fastening his gauntlets tighter to his arms then ever before. It restricted movement, sure, but they wouldn't so easily removed by the hero this time.

No plan was perfect, but Shocker was confident that he accounted for the problems quite thoroughly.

Except as he was just realizing, he should have gagged his hostages.

"We can work this out. Whatever you're being paid, I can double it," Osborn begged. "Just let us go."

Shocker didn't bother responding. There was no point. Men like Osborn thought their money solved all problems. Sure, it could be useful, but it wasn't worth the damage to Shocker's reputation. He was a professional and he had taken the contract. He would end it.

"You don't need to die today, Osborn, but I don't need you alive either."

He didn't say anything else, but the threat was clear. If Osborn would stay quiet he would get out of this and so would the girl. If not, he would die. Simple, really.

"Attention! This is Captain Stacy of the NYPD. We have the building surrounded. Come out with the hostages."

"Dad!" the young intern screamed. Shocker silenced her with a look only a second later.

"You have ten minutes to comply with our orders or we will remove you from the building ourselves."

Shocker had expected the police to react in this fashion. It was of no concern. If Spider-Man got here first, good, this would be over soon enough. If not, Shocker would have a warm-up before the main event. A typical S.W.A.T. team had no hope of holding their own against him, so why should it matter what the police decide to do. He would have the fight over with in a matter of seconds.

…

It had only taken Peter roughly thirty minutes to pick up on the trailer Shocker had left him. It would have probably taken longer, but a string of sirens caught Peter's attention and he followed his hunch to trailer after the cops and see where they ended up. When they made it to Oscorp, Peter knew he found the right place.

It seemed odd to Peter that two villains with grudges against him had targeted Oscorp. Peter didn't know much about what Norman Osborn was working on, though he expected he would find out during his summer internship, but whatever it was it had the criminal community in the city looking for some kind of profit.

Peter set that thought aside for the moment, he would return to it later when the current problem was taken care of. First, he had to stop the police from doing anything stupid. That was easier said then done seeing as the police were not big supporters of Spider-Man.

He stopped short on a ledge of one of the surrounding buildings, watching for a moment when he the man issuing commands, who he assumed was in charge, was alone and Peter could have a quick word. The moment the man walked off to answer his phone, Peter landed next to him.

"Sir," the man said into his phone. "I'm going to need to call you back." he turned to Peter and nodded. "Spider-Man, I take it."

"You know me?" Peter asked.

"We have a few files on you. Besides, I've seen Youtube before."

Peter nodded. "Fair enough. Listen, I want you to keep your men out of the building. Shocker is dangerous. Let me go in there and take care of this."

The cop studied Peter for a moment. "And I should let you do this why? You aren't Captain America or Iron Man or any of the other Avengers. You aren't Reed Richards either. You are just as much of an unknown as whoever this Shocker is."

"Your officers cannot handle this threat."

"I trust my men. They've been trained for this kind of situation. I don't trust you."

Peter let out an exasperated sigh. "I understand that. I don't trust you either. Your men have trained for mundane situations. Shocker is one of the best alive. He has access to gadgets you would not have given them training against. I have experience. I've fought him before. Unless the Avengers show up in the next five minutes, I'm the only hope you have of taking him down without any casualties."

Again, the cop was silent as he looked at Peter. "My daughter, Gwen, is an intern here. He has her hostage. I think you can understand my hesitance in letting you handle this situation. I don't even have a reason not to arrest you on sight."

"You gave him a time limit, right?"

"Ten minutes."

Peter nodded. "Give me those ten minutes to take him down. If I fail, send in your men to finish the job and I'll surrender with him. You can have us both in the same day."

"Why would you do that?"

"Because, I don't matter against the threat he poses to your daughter and anyone else in the building. You don't have to like me. You don't have to trust me. But you have to understand that against this kind of threat, I'm your best hope. I'm your only hope."

A moment passed before the cop said anything. But, he slowly nodded. "You have ten minutes. Take him down and get the hostages out. After that, we're coming in and taking you down as well."

"Understood."

"You know," began the cop as he looked Peter over. "You look taller in your videos."

Peter chuckled. "The suit adds a few inches."

…

Peter landed on top of the Oscorp roof, launching a web that he attached to the roof itself and using it to lower himself slowly down so he could peer in the windows of each floor. As it turned out, and as he expected, he didn't need to look far. He found Shocker in the same place as he had found Mysterio, Norman Osborn's office.

With a bit of force, Peter swung himself back from the window and then crashed through, landing in a crouch facing Shocker. A quick glance around him told him both hostages, the girl he assumed was Gwen and Norman Osborn, were both safe and now staring at him. He had Shocker's attention as well.

"Kidnapping Norman Osborn? I gotta say, I've seen it before and I wasn't really impressed. I don't get why someone with your grasp of strategy would copy Mysterio."

Shocker didn't say anything. He merely shifted his stance a bit to signal his readiness.

"Not gonna talk to me? I'm hurt Shocky. And I thought we were just becoming friends. But, if that's what you want, fine. Let's end this, shall we?"

End of Chapter Twenty-One

A/N: So, it's been a while. Sorry about that. Other obligations and writer's block are a truly deadly combination. But, I'm back now and I'll have another chapter out soon this time. Until then, peace.


	22. Chapter 22

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man nor any property mentioned herein.

Chapter Twenty-Two

"Okay, so here's the situation Shocker. I have about ten minutes to take you down before the cops come in and arrest us both. So, how about you come quietly like a good little felon before we both experience some brutality from New York's Finest?"

Peter waited on on an answer but, as expected, he didn't receive one.

"Look, I've tried the silent act with you. I've tried the talking thing. I'm really thinking you just don't want to be my friend."

Again, Shocker didn't respond. Instead, he started pacing around the room in a clockwise manner, keeping his front and hands trained on Peter as he moved.

Peter spared a glance quickly at Mr. Osborn and the girl, giving Shocker the moment he needed to attack.

Peter sense the pulse coming and hit the ground, allowing the air blast to sail above his head and smash into the wall of the office, cracking the marble with its force.

" _I don't know if my webs and my finesse will get it done in this fight and he seems to understand how I fight better than anyone I have faced before. However, I don't think Shocker is as strong as I am. Proportional strength of a spider and all that. If I can get him to the ground, I can keep him down and end this quick. Maybe if I surprise him by trying something I haven't needed to do in any fight before this? It's not a great plan, and I'm gonna get my teeth kicked in, but I don't have much of a choice."_

Shooting up from the ground, Peter rushed at the villain, his speed adding to his strength making Peter very much the freight train as he bowled into Shocker, knocking the two of them to the ground with Peter on top. Not letting up for even a minute, Peter kept the villain pinned down and jarred him across the face with a series of nasty hooks from both hands. Feeling Shocker's resistance begin to dwindle, Peter smashed against his jaw one more time, stopping for a minute to see if his opponent was getting up. He wasn't.

Shocker was breathing slowly on the ground, but unless he had the pain tolerance of the gods he wasn't going to cause any more problems soon. It wasn't pretty and it wasn't how Peter preferred to handle his situations, but it got the job done and Peter hadn't any time to fool around.

Peter rolled his neck from side to side, feeling the tenseness in his muscles leave his body as he relaxed.

"Are you two alright? Come on, we need to get you out of here."

"Spider-Man, look out!" the girl called.

But she didn't need to. Peter's senses alerted him to the air blast just in time and he throw himself to the side to avoid it. The blast went past Peter and straight through Mr. Osborn's desk.

Peter didn't have time to even get up, as he rolled across the floor dodging three more blasts as they came his way.

Finally, he was able to back flip back onto his feet and face his opponent again.

Shocker was hunched over and breathing heavily, but he still had one arm extended from firing his blasts at Peter.

"What do I need to do to keep you down? Tell me, I'm running out of ideas here."

Surprisingly, Shocker chuckled. It was weak, but Peter still heard it. "I have to admit, I'm surprised Spider-Man. I've watched your fights and I've never seen you try to straight overpower your opponent. It caught me off guard."

Peter shrugged. "Well, when all you've got is a hammer."

"Very true. But don't think it will work on me again."

"Can't just make this easy one me and give up, huh? What's with villains and doing things the hard way?"

Without waiting for a response, Peter shot two quick webs at Shocker to divert the man's attention as he positioned himself in front of Mr. Osborn and the girl.

Shocker was weak and Peter knew he could take advantage of that fact. He just needed the villain to make one more mistake.

…

"Boss, something is happening you need to be aware of," Hammerhead exclaimed, rushing into his boss's office.

The man in question, Tombstone, was in the middle of his workout for the day and was more than a little irritated Hammerhead had interrupted. But Hammerhead knew his schedule. He would know better than to break his concentration without proper reason. This was something important.

Hammerhead wasn't the brightest person around. But he wasn't as stupid as people thought. He could measure risk versus reward.

Tombstone threw one more punch into his punching bag and straightened from his fighting posture. Grabbing a towel from a nearby chair, he slung it over his shoulder and made his way to his desk where Hammerhead was already typing away on Tombstone's computer.

This was another move that would have irritated Tombstone if it had been anyone beside Hammerhead. He knew the risks.

"Since the Mysterio deal fell through, we've had Osborn's office bugged and under video surveillance. Everyday, we get a live feed of Osborn's dealings."

"And Osborn is too arrogant to believe anyone would try something like this against him. It was one of my better ideas."

"Yes, boss. Well, I was doing my daily check of the feed and... well, I think it would be best if you just see for yourself."

Tombstone raised an eyebrow, but allowed the other man to turn his laptop so that Tombstone could view the screen. On it, he saw Spider-Man and another costumed figure, Schultz by the look of it, squaring off with Osborn and some young girl cowering in the corner.

"What do you make of this, boss?"

Honestly, Tombstone was surprised Fisk made a move like this. It seemed out of character for the patient crime boss to throw caution to the wind and hire a professional like Shultz. More so, it seemed out of character for him to make a move at all. Either he wised up and realized that Spider-Man was going to become a bigger threat than he anticipated, or he was planning something else. There was also the possibility that by realizing Spider-Man was a bigger threat would lead to something else. Tombstone didn't like any of those scenarios.

It was a thought that plagued Tombstone considerably. He had known for some time that Fisk was better educated, probably even smarter. Both men had grown up on the streets, sure, but Fisk had been groomed by Don Riggoletto. He may have been noticed for his sheer brutality, but Don Rigoletto had made sure that Fisk received the best education money could buy. He was taught the finer things in life.

Tombstone, on the other hand, never really fit in at school. Due to his albinism, he didn't have many friends. Due to his size, the other children were afraid of him. Sure, it was good for an education on extortion, but not much else. And while Fisk was receiving his education at the hands of one of the most old school crime bosses in the city, Tombstone was working as an enforcer. And though Tombstone had perfected the ruse of sophistication befitting L. Thompson Lincoln, businessman and philanthropist, he was still just a street thug made good.

The distinction could be seen in the way the two ran their empires. Tombstone had only one close associate, Hammerhead. He trusted no one else. The two were the only ones in the organization making any decisions. Fisk had lawyers and scientists who he let in on his public plans. But even if criminal enterprises were split into two categories. The underhanded maneuvering was covered by his personal lawyer, Wesley, while the tech and strategy was handled by Smythe. Both men had a considerable say in the operation, at least more than Tombstone had even given Hammerhead.

They were now the two most powerful bosses in the city. Both ruled through fear, but Fisk could plan. And that made Tombstone wary.

"I don't know what Fisk is planning. And that worries me," he said, turning to Hammerhead. "Just keep me posted on the situation and, surprisingly, hope that Spider-Man can pull off another victory."

"We want Spider-Man to win?"

"No," he stated. "But we don't want him to lose because of Fisk. Fisk taking him down can only lead to bad things for us."

Tombstone moved around to the chair currently unoccupied at his desk and took a seat, cracking his neck as he did so. He sighed briefly and folded his hands under his chin. "Right now, Hammerhead, I need to think. When I have a solution, I'll let you know what to do. Until then, keep on top of the situation and let me know of anything changes. You can go."

…

Shocker moved and Peter braced himself for another volley from the air blasts or possibly even the electric shocks on his gloves. But an attack never came. Instead, Shocker pushed a button on his glove and sprinted past the stunned hero and made his way for the door.

Peter followed quickly, and was able to get between the door and the villain, forcing Shocker to turn and move in the other direction heading for the window.

Peter cut him off at the pass. "Really, a retreat? I thought you were better than this, Shocker."

As expected the villain didn't respond, but again made his way toward the door.

Peter, tired at this point, shot out a webs and tied Shocker's legs together forcing the mercenary to stop in his tracks. Peter kept the webs up until he had the villain covered up to his chest. Remembering what happened last time and the strength Shocker had shown in breaking the webs, Peter continued until he was sure the villain couldn't budge, let alone manage enough momentum that he could break the webbing.

"Are we done here?You can't beat me Shocker."

"I don't need to beat you Spider-Man, you made one costly mistake."

"What?"

When I tried to run, I activated the remote mines I set at the base of this building. I'm confident I can get away in the minute I have before the entirety of the building explodes. Are you confident you can keep me in check and save their lives?"

The realization hit Peter like a ton of bricks. From the beginning he had assumed that Shocker had targeted Oscorp to get at Peter. He had assumed that Shocker wanted Spider-Man. It had never crossed his mind that Shocker was there for an entirely different reason. That's why the fight was going so well. Shocker didn't need to beat Peter, he just needed to keep him distracted long enough to blow the building. If he could defeat Peter, that was just a bonus.

But why? What did Shocker gain from taking down the Oscorp building? Was it a personal vendetta? Or was someone pulling the strings?

Without even looking back at Shocker, Peter made a mad dash for the girl and Mr. Osborn. Ignoring the indignant gasp from the man as he was scooped up, Peter shot a large web out of the window to an alley that Mr. Osborn's window overlooked and tossed both the girl and Mr. Osborn onto it. The web caught both, before Peter himself jumped out, launching another web and swing himself down to safety. Once he did so, he crawled the side of the building and brought the girl and Mr. Osborn down to the street as well. Just as he did so, an explosion rocked the base of the Oscorp building, throwing the closest police to the entrance off their feet.

Within a minute, all that remained of the Oscorp building was a pile of rubble.

Peter left the girl and Mr. Osborn to be looked over by the paramedics that came rushing toward the trio, instead approaching the same police captain from before.

"Do I even want to know what happened in there?" asked the captain. He looked down at Peter with a level stare and Peter took a step back. The man spoke with almost the same authority of Captain America.

"Shocker had the building set to explode before I got there. I was just able to get your daughter and Osborn out when Shocker set off the explosives."

Peter held up his hands together. "I'm ready to be taken in."

The captain waved him off. "You did what you promised to do. I won't be arresting you this time. As far as anyone will know, you weren't here."

Peter raised an eyebrow under his mask. "Why?"

"You saved my daughter."

Peter nodded in understanding. "Tell your officers to be careful. I lost sight of Shocker during the explosion, but something tells me he made it out."

"Will do. Thank you Spider-Man."

Peter nodded and shot a web, swinging off.

He had only managed to make it two or so buildings away when he realized that he was running out of webs and would have to change back into his civilian clothes and hoof it back to school. He landed on the roof of the building and, after making sure no one could see him, ripped his mask off.

"Spider-Man, I believe we need to talk."

End of Chapter Twenty-Two

A/N: Sorry for the long wait for this chapter and for its brevity. But, I''m back now and will be finishing up the story rather soon. As always, read and review.


	23. Chapter 23

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man nor any property mentioned herein.

Chapter Twenty-Three

"Spider-Man, I believe we need to talk."

Peter turned, recognizing the voice, and braced himself for the worst. Sure, of the three members of the Avengers he had faced, or rather the two members and that guy from S.H.I.E.L.D., Captain America had seemed like the most willing to side with Peter, Peter was also sure that he wasn't someone you wanted angry. This was a guy who stood up to the might of Nazi Germany with little more than a shield. Hell, if the text books were right, he once punched Hitler in the face.

Perhaps sensing the anxiety rolling off of Peter in waves, the good captain merely smiled, taking off his helmet and sitting down on the ledge of the roof, motioning for Peter to do the same.

In kind, Peter stripped off his mask and sat down next to the older hero.

"You're a young sixteen, you know that?" the captain asked with a small smile. Peter nodded. He was one of the shortest guys in his year and until his powers developed, one of the scrawniest as well. "It's okay, though, so was I. I swear I didn't reach five foot until I was in high school. When I would hang out with my pals, most folks assumed I was their little brother. It was that way all through my childhood. I remember in the summer of thirty-seven I went with some friends to help build the New York Municipal Airport because of the Works Progress Administration. I was a big fan of FDR, voted for him in every election I could, just not a fan of his interment policies. We had a pretty big fight about that in the Oval Office. But that's a story for another day. Anyway, so me and my pals went down to do some summer construction and they turned me down. Said I was too small. That's how it was my entire life."

He took a small breath and continued. "When the war broke out, I tried to join the army, but I was rejected. I raised quite a stink about it in the recruitment office, but they wouldn't budge. Said it was for my own good. But, there was a general in the office who heard my pleas and put me on the path to becoming Captain America."

He smiled at Peter again. "The point I'm trying to make is that we owe you an apology Spider-Man. Me, Tony, Director Fury, we were only trying to look out for you and protect you, but we shouldn't have come down on you with an ultimatum. I should have told you this story and given my reasons by myself. It was wrong to use a show of force and intimidate you. Truth is, street crime in New York is not something we stop enough of. There are plenty of Avengers, but we always seem to be fighting some alien dictator or mad scientist when we could be helping the people of this city. I don't regret those actions, because we've saved the planet, but I do regret not doing enough to help the average people of New York. Daredevil does it, but he isn't much of a team player. And I've never agreed with the Punisher's actions. But you, Spider-Man, you help the people in this city in a way we can be proud of. And it's something we should have told you before. So, to rectify our own mistakes, I've come to offer you a new deal."

Peter shot a quizzical look at the older hero. What kind of deal could Captain America be offering now that differed from what was offered before?

"Here it is. Option one is the same as before. You can quit until you are of age. When you turn eighteen you can resume your heroics and we won't stop you unless you cross the line. Option two, we'll let you operate now, but with certain conditions."

Peter quirked an eyebrow. "What are the conditions?"

"First, you'll work with us over the summer to gain control over your abilities and learn some valuable skills. You did well today, but the building still came down and that could have been prevented. So, during the days you will work with Iron Man to understand the science behind your abilities and pick up some scientific skills for additional use. You will also train with me to hone your abilities and learn how to fight. Someone with you innate skills should not have had such trouble with a mercenary like Shocker. You will still patrol the streets, but you will withdraw and seek help if the situation seems out of your control."

There was a finality to his words that Peter figured meant not to push him on that point if he took the deal.

"I understand you were supposed to have an internship with Norman Osborn this summer, correct?"

Peter nodded.

The captain waved his hand. "I don't believe that Osborn will have his business up and running any time soon. So, Tony and I have decided that if you accept this deal, the official reason for this training will be a paid internship at Stark Tower. You will report there every weekday this summer, working with Tony from eight until ten in the morning, then with me from ten until noon. After that, you will be allowed to patrol. So, do we have a deal?"

Peter initially chaffed at the idea of having someone dictate the terms of his heroics to him. After all, even though he was Captain America he wasn't Peter's father. Who was he to tell Peter what he could and could not do?

" _Still,"_ thought Peter, musing the situation over in his head. _"the benefits are hard to ignore. I mean, I get to train with Captain America. Not to mention, I get to learn science from Tony Stark himself! Outside of Reed Richards, there is no one better. It's a dream come true. And I can still keep my promise to Uncle Ben and continue to help people as Spider-Man."_

Peter paused in thought for a few more moments, weighing the pros and cons in his head. Finally, he nodded at the captain. "I'll accept your offer."

"Good, I was hoping that you would Spider-Man. It will be a pleasure to work with you," responded Captain America, reaching out his hand.

"Please, Captain, call me Peter," Peter responded, shaking the captain's hand in turn.

"In that case, I'm Steve. See you this summer."

Peter watched the captain board the ship he flew in on and take off into the mid-afternoon sky, before nodding to himself and heading back to school.

…

Salem Center was a small town located in upstate New York that, at max, was home to maybe six-hundred people. The hamlet, if it was big enough to even qualify as that, was your typical small American town, a number of mom and pop shops, a single big chain acting as both a grocery and a mall, and even a few restaurants. The people were friendly, but maybe a bit too conservative and stuck in their ways. And they were distrusting.

It was that distrust that Jean Grey felt whenever she walked through the town. Not a personal distrust, none of the town even knew more than her name, but a general distrust of the students at Xavier's School for Gifted Youngsters. A distrust that would likely intensify if they knew the true purpose of the school.

Making her way back from the town and up the winding path that led to the institution, she was thankful that the professor had enough money to pay for the land and its upkeep, as well as grease any wheels that needed to be greased with the town.

The institution stood before her in its majestic splendor, all thirty acres the professor owned spreading out behind it and giving the school its much needed privacy. During her first few months at the school, Jean would often find herself lost in its woods and forests, a solace from a world that didn't understand her gifts.

Now, though, Jean had friends and a mentor who was willing to train her and she found herself enjoying the company of others much more frequently. But, even among these friends and mentors, her specific abilities made her feel like an outsider.

Jean walked quickly through the front doors of the school, nodding in greeting to some of the younger students situated in the rec room, before making her way to the back and the room designated for only the older students. The students who had proven to have a decent amount of control over their abilities. The students who had been with Professor Xavier the longest.

Hanging from a pipe, upside down, in front of a chemistry set was Hank McCoy, or "the Beast" as the others had taken to calling him. Hank was born with features more closely associated with those of primates, belying his genius intellect and true gift for the sciences. Despite his large form and genius mind, Hank was a modest individual, always finding fault in his own abilities and quick to heap praise on others.

On a couch, playing video games, were Warren Worthington III and Bobby Drake. Warren, spoiled son of a rich business tycoon, smirked in Jean's direction as she passed. Despite his arrogant persona, he proved himself time and time again with a healing factor in his blood and literal angel wings that sprouted from his back.

Bobby, on the other hand, was a goofy kid who hadn't quite grown into his body yet, making him look more lanky than he should have. His own impetuous nature heavily offset by the fact that he could coat himself in an ice he could then use as a weapon.

Finally, playing chess against their mentor Charles Xavier, was Scott Summers. Scoot was an athletic young man with classic good looks, only marred by his eyes hidden away behind a pair of sunglasses. However, Jean know his eyes emitted a powerful concussive blast if left to their own freedom. Despite the handicap, the stoic young man was a natural leader and the one the students went to if they had problems they felt they couldn't address with the faculty.

"Ah, Jean, thank you for joining us," said the professor, moving out from behind the chess board. "As you know, the stated goal of this institution is to foster a mutually beneficial relationship between the homo sapiens and homo superior communities. The five of you in this room, being my oldest students, have the best grasp on your abilities and are in a unique position in regards to your education, both as students and as homo superior. After discussing it with my faulty, Ororo and Logan, I have decided to allow you the option of attending a regular school in the upcoming year. I have a penthouse in Forest Hills that should serve wonderfully as housing for you during the year and Ororo has agreed to provide guardianship while you are there. Naturally, if you wish to stay here and study then you shall. We don't want to press any of you if you feel uncomfortable. But, I would like you to think about the wonderful opportunity presented. One day, human beings will not look upon mutants as the enemy and you could be at the forefront."

"Professor," began Hank. "While I do admit to being most curious to explore the wider academic world afforded to other students, I hesitate to allow them to know of my mutation. The resulting panic that accompanied my parents understanding of my condition has left me... shall we say, a bit wary of the reaction of the general public."

"I understand Hank and I have taken it into consideration. While attending school, you shall not reveal your status as a mutant to any other student. One day, hopefully in the near future, both humans and mutants can live and work together without fear and mistrust. On that day, you can reveal your abilities to your classmates. But this exercise is also a chance for you to get to know the general population. Most of your lives have been colored by hatred and bigotry, but there are good people out there. People who can see past our differences. I want you to be able to meet these people."

"In that case, I accept Professor."

"You know," Warren spoke up from the couch. "I'm in too. I've been cooped up in this institute for too long now."

Bobby swiveled his head to Warren as the other boy began to speak and nodded as well. "Count me in, Prof."

"Scott?" the professor asked.

Toying with a chess piece, a queen to be exact, Scott barely lifted his head from the board as he spoke. "I don't know, Professor. There are too many things that could go wrong out there. I'd rather we all stay here, where I know we're safe and accounted for."

"Scott," Hank interrupted. "I believe it was Joseph Campbell who said:"We must be willing to let go of the life we've planned, so as to have the life that is waiting for us." There is an entire world out there to explore and discover. And we will have each other."

Scott stared at his friend for a solid minute, seemingly analyzing every word Hank spoke. But, eventually, he nodded as well. "If they all plan on going then I should as well. I won't feel right if I'm not there and something happens."

"And Jean?" the professor asked.

"I don't know either, Professor," Jean responded, looking apprehensively around the room at her friends and the professor.

The professor, noticing her fear, raised an eyebrow, asking for permission to continue this conversation telepathically.

Once he got Jean's consent, he continued. _"You have doubts that you don't think you can share with your classmates?"_

" _It's just,"_ began Jean, fumbling for words. _"They all have such great control over their powers. Even Scott has learned how to control his eye beams... more or less. Me, I don't have great control. I still lose focus and my telekinesis acts up. I could seriously hurt someone."_

" _Jean, you have overcome much since you came to this school. I would not present you with this opportunity if I did not feel like you could handle it. I have every confidence that you can control your powers outside of this school."_

"Well, Jean, what are you gonna do?" Warren asked.

Jean paused for a moment, looking at each of her friends in turn, before nodding. "I guess so."

The professor nodded before moving toward the door, Warren, Hank, and Bobby following behind him. Scott stayed behind for just a moment, before turning to Jean with concern in his eyes. For as long as the two had been students at the Xavier School, Scott and Jean had shared a close relationship.

"You and the professor had a longer then usual talk there, Jean. What's up?" he asked, running a hand through his hair as he often did when he was concerned. Jean followed the motion with her yes, blushing slightly as he turned his gaze upward and caught her eye.

"It's nothing, Scott," she responded, not able to hide the tone of her voice. Scott was one of the most perceptive people she knew and he had a talent for reading others, especially those he knew well. She was barely able to keep the concern out of her voice. He would pick up on it instantly.

"Come on Jean, I know you better than that. You can tell me what's going on."

Jean sighed, sitting down and pulling her legs under her as she did when she was nervous. "I'm not like you guys, Scott. I don't have the greatest control of my powers. I could really hurt someone."

"Jean, when was the last time you actually had an accident with your powers? It's been years, right?"

"That doesn't matter Scott. I've been here, separated and safe. What if something happens while I'm at school and I can't control it. A lot of people could be hurt."

"You've just got to trust yourself more, Jean. I mean, look at me. The only thing separating me from total havoc are these glasses," Scott responded with a small smile, tapping the side of his shades with his hand. "Otherwise I would have to keep my eyes closed all the time. At one point, I tried to do that. But the professor helped me. Not only with control, but with the thought that I could live a normal life. You've got to believe that too, Jean. Otherwise, what's the point?"

He smiled again at Jean. That soft, awkward smile that made her heart skip a beat and reassured her all the same.

"One day at a time?" Jean asked, referencing a lesson Professor Xavier instilled in them very early in their lessons.

"One day at a time," echoed Scott.

…

The students of the school were gathered in the cafeteria, faces plastered as close as they could get to the television that had been wheeled in during the aftermath of Shocker's attack. While the administration was positive that nobody unauthorized had come in since the attack, it would be a while before they felt safe enough to allow the students to leave and go home. The only interruptions to their plan had been the police arriving and retrieving Harry Osborn so that he could go and be with his father and the ambulance taking Flash away.

Liz, sitting next to Eddie Brock, bit her lip in worry as she watched the firefighters do their best to put out the blaze that had once been OsCorp. Though the reporters hadn't mentioned any news on Spider-Man or this Shocker guy being involved, Liz was certain that Peter had been there at the time of the explosion. More so, she felt isolated because she couldn't share her worry with anyone. She knew how close Peter and Eddie were, but she didn't know if Eddie had been trusted with Peter's secret. Judging from the way Eddie constantly turned and attempted to scan the rest of the student body, he was looking for someone. Since Felicity was sitting on his other side and Harry had already left, Liz figured he was looking for Peter.

Part of her was flattered that she seemed to be the only person Peter told about his secret. The other, much more dominant, part was worried sick.

Frankly, Liz had never felt this way before. She'd been worried for her father when he went on trips. She, though she would never admit it out loud, cried for days when her brother went off to college. But this was a new feeling. It was overwhelming.

Liz wasn't exactly the most emotionally capable person she knew. She blamed it on years of suppressing her feelings to climb the social ladder. But she knew enough to know that losing Peter like this would break her.

It was strange to think about how much he began to mean to her in such a short amount of time.

Liz had only experienced major loss once in her life, when her mother died close three years ago.

" _And it still hurts,"_ she thought to herself. _"I can still see her smile and picture her laugh, even if I can't remember her voice anymore. This is a different kind of pain though."_

Liz could feel the tears begin to well in her eyes, but she fought them back. Not just for her own image, but for Peter's secret. As far as anyone else knew, Peter was safe in the cafeteria and she needed to keep it that way.

Blinking the tears away, she turned to the front of the cafeteria where the administration and the teachers were standing in a small semi-circle. After a brief moment, the principal stepped forward and cleared her throat.

"Attention!" she called out in a clear, yet forceful alto. "Before we can send any of you home, we need to make sure everyone is accounted for. Has anyone seen Peter Parker?"

The entire cafeteria was quiet as the students looked at each other.

Eddie, apparently realizing he was right about Peter being missing, turned to Liz with fear covering his usual laid back features. "Liz, have you seen Pete?"

"N-No, I-I ha-haven't," she managed to stutter out. Eddie seemed like he was going to question her again, but he turned away to scan the crowd once more and Liz let out a breath she didn't know she'd been holding in.

The principal waited another minute with nobody raising their hands, before trying once more. "Again, has anyone seen Peter Parker?"

"Um... I'm here," Peter's voice rang out from the entrance to the cafeteria.

Immediately, Liz felt her heart swell with relief and she turned her gaze to her boyfriend who was wearing a shy smile as he awkwardly rubbed the back of his hair.

"Mr. Parker!" the principal boomed as she crossed the floor. "Where have you been?"

"Sorry about that," responded Peter, still scratching the back of his head. "I was in the bathroom when the warning came over the announcements. So, I waited in there until I was sure that the coast was clear to come out and find everyone. I'm sorry for any trouble I caused."

"No," the principal answered. "You did the right thing in not exposing yourself to more danger than necessary."

She turned away from Peter and to the rest of the students. "Now that everyone has been accounted for, you can all go home. Provided, of course, you have a ride and have contracted your parents or guardians."

End of Chapter Twenty-Three

A/N: So, it's been a while. Sorry about that everyone. Just a quick announcement, the next chapter will be the final in the story. So, stay on the look out for that and **Spider-Man: Year Two** to follow. Thanks again!


	24. Chapter 24

**Spider-Man: Year One** \- A Spider-Man Fanfiction

Summary: Lonely sophomore Peter Parker was the most gifted student at Midtown High, until one day when a bite from a genetically modified spider turned him into something else. Now, he's just your friendly neighborhood Spider-Man. Follow his journey. Rated Teen.

Disclaimer: I do not own Spider-Man nor any property mentioned herein.

Chapter Twenty-Four

Liz had to admit, the rush from her first time swinging from roof to roof, with nothing to cling to except her boyfriend, was a rush she had not yet experienced in her life. From the pit in her stomach dropping on their descent to the magnificent view of the city when the web reached the top of it's rotation, she had seen a side of the city that only, until this point, Peter had access to. And she loved it.

If she were being honest with herself, it probably had more to do with the young man she was currently clinging to, but she wasn't going to say that out loud yet.

Really, all she could do at the moment was shriek in delight, probably waking up some the New York residents that actually managed to get to sleep before midnight. She knew her former friends hadn't, it was the beginning of summer break after all.

Since the incident at Oscorp, she hadn't seen much of Peter. And when she did, he was distant and cut off. Part of it could have been fatigue. He has just started his internship with Tony Stark, or as she recently learned, the Avengers. Part of it could have been worry about Harry or even Mr. Osborn. But Liz felt that Peter blamed the entire mess on himself. That he didn't do enough to stop Shocker before the villain destroyed the livelihood of Peter's best friend.

Though she couldn't see his face, due to the sunglasses she wore to add some sort of protection to her identity, and his mask, she could tell Peter was smirking from at her delight and she wasn't surprised when he changed course, abruptly and with a lot more style than was needed, to land them in his bedroom.

Liz was glad to see Peter smile. It had been a stressful few weeks for Peter, since the incident at Oscorp, and Liz was beginning to worry that Peter blamed himself for the entire mess.

She felt her feet touch down on the carpet, and she stretched her shoulders, as Peter landed down a few feet in front of her.

"It doesn't get old, does it?" she asked with a chuckle.

Peter removed his mask and smiled back at her, a bright smile that seemed to cover his entire face. "Not really. Above anything else, this is what I love the best. Just getting to swing around New York, it's magical."

"It really is, Peter," she paused, before sending him an impish smile of her own. "So, is this what I can expect from our dates from now on? Romantic, roof top dates? I gotta tell you, you might spoil me for other guys."

Raising an eyebrow, Peter chuckled. "Maybe that's the point."

Clearing her throat, Liz walked up behind Peter and wrapped her arms around his form, resting her chin on his left shoulder. "You know, if there's anything you want to talk about... I'm here, right?"

Liz could feel Peter tense against her. He buried it quickly, as he rested against her frame, but it was noticeable to both of them.

"Like what, Liz?" Peter asked.

"What happened at Oscorp."

Sighing, Peter turned around in her arms. "I feel like I didn't do my best. Like I could have done more. Harry and his dad lost their company and I couldn't stop it."

"Petey, you got Mr. Osborn out of there before he was killed. You even saved the daughter of a police captain. And, yes, Oscorp was destroyed, but Harry and his father aren't exactly destitute. Much worse things could have happened."

"I don't know, Liz."

"What happened with Shocker wasn't your fault, Peter. And you can't think that way or it's gonna get you killed."

Peter didn't say anything, but he did raise an eyebrow which Liz took as a sign to continue. "I know that you provide a great service to this city as Spider-Man. But, being Spider-Man doesn't make you responsible for all of New York. Eventually, something is going to happen and you won't be quick enough, or powerful enough, or smart enough to stop. If you start letting yourself turn these wins into losses now, you'll be destroyed when you actually lose. And we can't let that happen. I'm way too young and pretty to be a grieving widow."

Despite himself, Liz could tell, Peter laughed.

He pulled her closer and held for a minute. "And when did you get so wise? What happened to the Liz I began dating at the beginning of the year?"

"She started dating a genius and had to step her game up. I'm even thinking about joining the debate team next year."

"The debate team?" questioned Peter. "Well, you'll certainly be distracting enough to the other side."

"Ass," Liz swatted his shoulder playfully. "No, I think it will help when I go to law school. And considering our school doesn't have a mock trial team, this seems like the next best thing."

"Fair enough," her boyfriend responded. "Do you know what event yet?"

"I was thinking Lincoln-Douglas. They're one-on-one, so it will be the closest I can get to a trial setting. Plus, it will help me with logic and understanding arguments."

Nodding, Peter smiled at her. "I'm sure you'll do wonderful. Nobody can stop you when you put your mind to something."

"So," Liz began, breaking the silence a moment later with a sly smile. "Will your aunt be home tonight?"

She was hoping her boyfriend would go red from embarrassment, but to her even greater delight, he smirked in her direction. "Actually, she and Anna Watson went to Niagara Falls for the weekend."

…

"When he called you, did he say what he wanted?" Peter asked Eddie as the two stood outside of Harry's apartment building waiting for the their friend to make an appearance.

The two had received cryptic phone calls from the Osborn heir earlier in the day asking them to meet him in front of his apartment building at noon. As it was now ten minutes past, both boys were getting worried. Harry as nothing but punctual, Norman Osborn would tolerate nothing less.

"No, Pete. But he has been a bit off since that Oscorp attack went down. I know he and his old man don't really get along, but it can't be easy to see your parent being held hostage. Thank God for Spider-Man, huh?"

"Yeah," Peter answered. "It was a good thing Spider-Man was there."

"Anyway, Pete, how's the new internship going? Working with Tony Stark is a dream come true for most of us science nerds. You're really lucky."

"It's hard to put into words. Mr. Stark is a brilliant mentor. The projects in Stark Tower's applied sciences department are all next-gen. It's incredible."

"Kinda like Candy Land."

"Mr. Stark said the same thing."

"And have you seen the Iron Man suit?"

Peter gave his quasi-brother a sidelong glance. "Come on, Eddie, you think he would let an intern anywhere near that tech? It's kept behind an insane security system that only Mr. Stark, Ms. Potts, and, maybe, the Avengers have access to. I'm not even allowed on the same floor as his Iron Man work."

"That sucks."

"Yeah, but it's a security thing, you know? I wouldn't let a teenager near it either."

"Not even one as smart as you?"

"Not even one with a mind the combination of you and I," Peter responded. "Enough about work though, how's football camp?"

"Grueling. Tougher than anything I dealt with at Midtown. And I haven't gotten as many reps with the starters yet."

"Well, that makes sense. Aren't you slated to be the back-up this season?"

"Yeah, but the junior ahead of me isn't all that good. He was a walk-on his freshmen year and he's had no field experience. They didn't need him. But since the starter went pro, he's got the big job now."

"I'm sure you'll impress in no time."

"Maybe, maybe not," Eddie said with a shrug. "To tell you the truth, Pete, I don't know if football is something I want to pursue. I took this scholarship because it covered more than the academic one I received, but most of the team isn't interested in classes or anything other than football and some of the cheerleaders. Don't get me wrong, it's good to know what parties to hit up or what frats to pledge or whatever, but I'd like to know what classes to take and what professors to avoid. Only a few guys on the team have the same ideas that I do."

"Hey, guys, thanks for coming," Harry called from the front of the building, scratching the back of his head awkwardly. Next to him, he set down a couple of suitcases.

"Sure, Harry, what's up?" Eddie asked.

"Um... I'm moving," Harry began. "Later today, in fact. My dad just sprang it on me yesterday. He's sending me to a boarding school in London until this whole thing with Oscorp is resolved. He says he wants me out of the public eye while he deals with the fallout."

Peter frowned. "Well, that's good right? It means he wants to keep you away from the trouble while he rebuilds."

"Or he doesn't want me around to embarrass him while he courts new investors."

Eddie stepped forward, sharing a nervous glance with Peter as he did so. "How long do you think you'll be in London? I was hoping I could get you out to a few home games this season."

"At least for the school year, maybe more depending on how long it takes my dad to rebuild his company."

"I'm gonna miss you Harry," Peter stated. "It won;t be the same at Midtown next year."

Harry smiled. "Come on, man, between your new internship and Liz I doubt you'll miss me much."

"Harry, you know that's not true. You're my best friend."

A dark limo pulled up to the door, Norman Osborn stepping out.

"Thanks, Pete. You're my best friend as well. I'll Skype you or something when I get settled," Harry responded, glancing back at his father.

"Edward, Peter, hello," Norman Osborn greeted. "Harry grab your bags and get in the car. Your plane for London leaves in three hours. Airport rules being as they are, we wouldn't ant you to be late."

Harry gave a halfhearted wave to his friends, putting his bags in the trunk of the limo and stepping inside.

Norman turned to the two boys still standing there. "Peter, I heard about your internship with Stark Enterprises. With what happened at Oscorp, I had to pull the offer of my own and I do apologize. However, I knew you would land on your feet. When I have my company running again, I do hope you will consider working with me. Tony Stark cannot offer you what I can. Good day, boys."

Nodding once, Norman Osborn joined his son in the limo and it sped off, leaving both Peter and Eddie blinking in its wake.

"Is it me, or does every he say just seem sinister?" Eddie questioned. "Seriously, Pete, I think he wants to make you an offer you can't refuse."

"Just be grateful he doesn't have you on his radar. I don't think Mr. Osborn's gonna give up until I sign a contract in blood to work at Oscorp."

"And, seriously, you work with Iron Man. Like anyone in their right mind would give that up to work at Oscorp."

…

By definition, Otto Octavius was not a well-dressed man. He just never cared to be. While he understood, and maybe even agreed with, Einstein when the man extolled the values of aesthetics, it just never took hold with Otto. He preferred to let his mind do the talking. That was the reason he was wanted. It was never about his fashion sense.

To an extent, it seemed, all scientists were allowed a measure of sloppy composure when in public. Years of pop culture osmosis left the majority of society with the distinct impression that good scientists had quirks. The more quirks the better. And while Otto didn't consider himself particularly quirky in any large-scale sense, he was aware of the stereotype and had exploited it to further his career since he entered the scientific field.

Besides, his wife didn't care how he looked and she was objectively beautiful. So, what possible benefit could aesthetics give him at this point in his career?

That being said, Otto had managed to put together his best suited and was reasonably presented for this current meeting he was attending.

The past few weeks had been troubling for Otto, to say the least. The wholesale destruction of the Oscopr building had left a number of scientists jobless, including himself. While the compensation he received from Mr, Osborn was suitable to help manage his affairs, Otto was desperate to get back to work. He had numerous projects on the table at Oscorp and he needed to see them through. Science was about moving forward and this set back had already taken valuable research time.

The scheduled meeting place was a small coffee shop off one of the least crowded streets in Manhattan. Still, even being off the beaten path, Otto was surprised by just how empty the coffee shop was. There was only one other person sitting in the building, his meeting Otto assumed, sipping a large coffee and reading the newspaper. When Otto entered, the other man motioned for him to join.

"Dr. Octavius, thank you for joining me. Recently, my employer has begun the process of buying out Oscorp. Many on its board feel that Norman Osborn is no longer fit to control such a powerful company. As such, we wish to retain your services. I understand you have a few projects you have been working on?"

"Yes," Otto responded. "Mostly in the field of purifying gamma radiation."

The other man simply held up his hand. "Do accept my apologies, Dr. Octavius, but I'm simply a lawyer. The specifics of what you work on would be lost on me and my employer both. We simply wish for you to continue your excellent work for us as you did for Norman Osborn. Once the deal is finalized, you will have a new laboratory and a team of highly qualified researchers at your disposal. We also plan on increasing the budget you will have access to, as to best fast track some of your more important projects."

Otto stared at the man for a moment. Sure, he expected that he would have been kept after the fallout from the attack was finished. He was the best in his field, after all. But for this man to offer Otto the deal he just did, it seemed too good to be true.

"I just have two questions," Otto began. "The first would be your name and the name of your employer. The second would be why you would offer me something so generous."

The man across from him nodded. "Understandable. To answer your first question, my name is Wesley and I work for Wilson Fisk, the businessman. He has been looking into the scientific field for some time, this seems like the best opportunity. To answer the second, well, it has a two-fold response."

"Yes?"

"Firstly, the board at Oscorp will be voting on our offer at the end of the summer. We wish for you to testify on our behalf. The second is a project we would like you to start work on immediately. We will provide for you a lab and supplies, as well as a stipend, until we can assure our buyout of Oscorp will be successful."

"And what is this project?" Otto asked.

Wesley smirked, folding his hands in front of his body. "Tell me, Doctor, what do you know about spiders?"

End of Chapter Twenty-Four

A/N: Here it is, at last, the end of **Spider-Man: Year One**. Again, I'm sorry for the delays. My deepest thanks go out to everyone who has stuck with this story since the beginning and has suffered through my bouts of writer's block and irregular updating patterns. Rest assured, I am hard at work with the sequel, to be coming soon. Until next time, this has been truly an honor and I wish you all the best.


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